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                                                                    EXHIBIT 10.3

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

      The present agreement for the position of Director of the Corporate
Banking Division is effective today February 11, 2003. This Agreement is entered
into by and between Banco Santander Puerto Rico (hereafter, the "Bank" or
"Santander") and Mr. Roberto Cordova (hereafter the "Director")

      1.    TERMS AND CONDITIONS

            The Director will dedicate all his 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 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. 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 he 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, except for the compensation's terms
            and conditions hereby described. Such changes will be notified in
            writing to the Director, so that he may comply with the new
            requirements.

      2.    COMPENSATION AND BENEFITS

            Effective by the date of this agreement, the Bank will compensate
            the Director with a gross yearly salary of $225,000.00. The
            conditions detailed in the offer letter dated January 27, 2003 are
            integrated into

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            this agreement. A special bonus in the amount of $25,000.00 will be
            paid in the first bi-weekly payment. The Director will return 100%
            of the hiring bonus if the work relationship is voluntarily
            terminated during the first year of service. In the case that the
            work relationship is voluntarily terminated during the second year
            of service, the Director will return 50% of this special bonus. The
            Director will return the corresponding percentage of the special
            bonus before his last day at work and the amount will become due and
            payable at this time.

            Also a second bonus in the amount of $25,000.00 will paid according
            to the terms established in the previously mentioned letter. From
            the first $100,000.00; $50,000.00 are free from the penalty. The
            Director will return 100% from the remainder of the previously
            mentioned second bonus in the case that the work relationship ends
            voluntarily during the first year of service. In the case that the
            work relationship ends voluntarily during the second, third, and
            fourth year of service the Director will return 50% of the special
            bonus disbursed during that year. The Director will return the
            corresponding percentage before his last day of work and that amount
            will become due and payable at this time. The Director will
            participate in the benefits plans established by the Bank for its
            employees, subject to what is established in each plan. The
            Christmas Bonus will be awarded by complying with applicable law and
            if the Board of Directors approves it annually. Will also be a
            participant of the Deferred Compensation Program, as so established
            for his position, as long as he complies with the objectives and the
            goal established and is an active employee at the time of the award.
            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

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            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 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.    TERMINATION

            The parties agree that this contract may be terminated by any of the
            parties. In the case of the Bank, the Contract may be terminated
            with or without just cause. In the case that the relationship is
            terminated without just cause, the Director will be indemnified with
            what Law 80 of May 30, 1976, as amended, establishes, or the amount
            of $225,000.000, the greater amount of the two. "Just cause" is
            understood, as defined in Law 80 of May 30, 1976, as amended, or
            when the determination is in abeyance of a federal or state
            authority. The employee may terminate this contract by means of a
            verbal and written prior 30-day notice from the last day of work
            that is established in the written notice.

      5.    CHANGE IN THE BANK'S CONTROL

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            Shall be subject to the local and federal dispositions, which
            regulate the termination of an employee in Puerto Rico. The Bank
            will decide if it will provide a monetary compensation, in the case
            of termination, as a special aid in returning to the job market.

            In accordance to Law Number 80 of May 30, 1976, as amended, if the
            Director does not comply with the goals and objectives, as well as
            not complying with the assigned quotas, inefficiency, or any other
            type of violation as they are stated in the Manual of General Norms
            of Work and Conduct for the Bank, he will be admonished according to
            its dispositions.

            The Bank may rescind this contract without any justification
            establishing an amount of $250,000.00 as compensation and thus
            liberating the Bank of any type of claim or cause of action.

      5.    APPLICABLE LAW

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

      6.    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.

      7.    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 June 16, 2003.

            By: /s/ Ivonna Pacheco                    By: /s/ Roberto Cordova
            Human Resources Director                  Director