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                                                                    EXHIBIT 10.5

                           BANCO SANTANDER PUERTO RICO
               EMPLOYMENT TERMS AND CONDITIONS FOR THE POSITION OF
               ADJUNCT DIRECTOR OF THE CORPORATE BANKING DIVISION

      The present agreement for the position of the Corporate Banking Division
Adjunct Director is effective today March 10, 2003. This Agreement is entered
into by and between Banco Santander Puerto Rico (hereafter, the "Bank" or
"Santander") and Mrs. Lillian Diaz Bento (hereafter the "Director")

      1.    TERMS AND CONDITIONS

            The Director will dedicate all her efforts and the necessary time
            needed to meet the objectives established by the Bank and will
            perform the duties indicated on the job description (Attachment A).
            These duties may change from time to time, when the supervisor or
            whomever she reports to so states, and according to the operational
            and business needs of the Bank. The immediate supervisor will
            establish the objectives and goals of the position to be held during
            the first week of employment. The Director must fully comply with
            these goals and objectives or on the contrary she will be subject to
            the progressive discipline related to the efficiency and performance
            of her tasks. The Director agrees to fully comply with the norms,
            procedures, and policies of the Bank.

            The Bank relied on the truthfulness of the information and the data
            provided by the Director on the job application and other job entry
            forms and she may be fired at any time if upon verification it
            becomes apparent that information provided in the forms has been
            omitted and/or submitted incomplete and/or is false.

            The Bank reserves the right to modify functions, conditions, and
            terms of employment as hereby stated, to conform to any needs that
            may arise in the institution. These changes will be notified in
            writing to the Director, so she may comply with the new
            requirements.

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      2.    COMPENSATION AND BENEFITS

            Effective by the date of this agreement, the Bank will compensate
            the Director with a gross yearly salary of $140,000.00 and a hiring
            bonus of $25,000.00 will be granted. The Director will return 100%
            of the hiring bonus if the work relationship is voluntarily
            terminated during the first year of service. A Christmas bonus in
            the amount of 90% of the monthly salary is guaranteed for the year
            2003, in the following years this bonus will be determined by the
            Board of Directors. Will also be a participant of Objectives
            Directions Program as established for the position, as long as she
            complies with the objectives and the goal established in it and is
            an active employee at the time of the award. Besides the previously
            mentioned salaries and compensations, the Director will be eligible
            from the first day to the following benefits: Medical Plan (The
            employer's contribution will be according to the coverage selected),
            life insurance, retirement plan, 401-K plan, and others applicable
            to all regular Bank employees , subject to their individual
            policies. The previously mentioned payments in the Compensation,
            Salaries, and Benefits items are subject to the legal deductions
            applicable under local and federal statutes.

      3.    TRADE SECRETS

            During the course of business the Director will have access to
            confidential documents, lists of clients information, potential
            clients, marketing strategies, and other policies and materials
            which constitute for the Bank information related to and for the
            business, which for all intended purposes constitute confidential
            information. This confidential information is property of the Bank.
            The Director cannot disclose directly or indirectly such
            information, with the exception if a business requirement should
            arise in which case the immediate Supervisor's authorization is
            necessary.

            Upon resignation or upon work termination, we require from you
            complete protection of the confidential and privileged business
            information, and to abstain from its disclosure either for your own
            benefit, your new employer, or third parties. This information
            includes, without any limitation, trade secrets, proprietary
            information of the Bank, of its affiliates and subsidiaries,
            confidential matters, operational methodology, list of clients or
            potential clients, business

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            relationships, banking products, strategies, tactics, business
            plans, data bases, development of computer programming, financial
            information, financial statements, account balances, profit margins,
            stock ownership, financial studies, market studies, marketing
            strategies, and other of a similar nature.

            If the Director breaches any of the previously mentioned
            dispositions, of not revealing or not utilizing confidential
            information, the Bank will have the right to request an "injunction"
            (permanent or preliminary) in order for the Director to cease and
            desist of this practice, and to abstain from incurring in this type
            of previously mentioned conduct. The remedies available to the Bank
            in this situation range from breach of contract, as well as to
            indemnify damages, among others.

      4.    NON-COMPETITION AGREEMENT

            The Director agrees that during the term of this Contract and/or
            employment with the Bank, and for the consecutive 12-month period
            following the expiration of this contract, she may not become
            employed nor render any service in any form whatsoever, directly or
            indirectly, for some entity or individual that may compete with the
            Bank in Puerto Rico. The Director acknowledges that due to her
            position and the nature of the business of the Bank, has accepted
            this clause and the contents of the former paragraph, in
            consideration that she has been employed by the Bank and the
            salaries and benefits hereby stipulated.

      5.    TERMINATION

            Will be subject to the local and state dispositions that regulate
            the termination of an employee in Puerto Rico. Upon termination as
            an aid in returning into the job market, the Bank will decide to
            provide an economic compensation as a special aid. In compliance
            with Law 80 of May 30, 1876, as amended, the Director that does not
            meet with the goals and objectives, quotas, is inefficient or is in
            any kind of violation that are included in the Manual of General
            Norms and Work Conduct of the Bank will be subject to the discipline
            in it described.

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            The Bank may rescind this contract without just cause hereby
            establishing the amount of $140,000.00 as compensatory indemnity
            thereby releasing the Bank of any type of claim or cause of action.
            In which case, the Bank will choose the attorneys that will
            represent it and legal fees and expenses thereby incurred will be
            paid by the Director.

      6.    APPLICABLE LAW

            This contract shall be governed by and construed under the laws of
            the Commonwealth of Puerto Rico.

      7.    SEVERABILITY

            In the event that any competent court declares any part, condition,
            or disposition of this contract legally null or ineffective, such
            determination will not affect the validity of the other dispositions
            in this contract, which will be in full force and vigor. Also, the
            parties consent to have a competent court modify , alter, amend, or
            interpret any part of this contract in respect to that particular
            disposition.

      8.    ENTIRE AGREEMENT AND ACCEPTANCE

            The parties accept that this contract contains all the agreements
            among them and so sign it freely and voluntarily.

            Given, in San Juan, Puerto Rico on March 7, 2003

            By: /s/ Roberto J. Garcia       By: /s/ Lillian Diaz Bento
            Human Resources Director        Adjunct Corporate Banking Director