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EXHIBIT 10.12
 PAYMENT AGREEMENT
IN THE EVENT OF A CHANGE OF CONTROL
 PAYMENT AGREEMENT IN THE EVENT OF A CHANGE OF CONTROL W Holding Company, Inc. and Westernbank Puerto Rico
 WHEREAS,
 WHEREAS,
 WHEREAS,
 NOW THEREFORE, it is AGREED as follows:
 1.
    
    Term.The initial term of this Agreement shall be for a two (2) year period
commencing on the date hereof. This Agreement shall be automatically renewed for one (1)
additional year on the first and each subsequent anniversary date of this Agreement, unless
the Company and or Bank gives contrary written notice to the Employee sixty (60) days prior to
such renewal date. References herein to the term of this Agreement shall include the initial
term and any additional years for which this Agreement is renewed.2.
    
    Termination of Employment in Connection with a Change in Control.
 (a)
    
    If during the term of this Agreement there is a change in control of the Company and or
the Bank, the Employee shall be entitled to receive as a special compensation a lump sum
cash payment as provided for herein, in connection with or within one (1) year after a
Change in Control (as defined below) in the event the Employees employment is terminated
voluntarily by the Employee or involuntarily by the Company and or the Bank without cause
in connection with or within one (1) year after a change in control has occurred. The
amount of this payment shall be equal to three (3) times the annual base compensation,
year-end Christmas bonus, and special bonuses, if any, paid to the Employee by the Company
and or Bank during the calendar year preceding the year in which the Change in Control
occurs. Payment under this Section 2(a) shall be in lieu of any amount that may be
otherwise owed to the




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employee as damages for the loss of employment, in the event that
such loss occurs. Payment under this Section 2(a) shall not be reduced by any compensation
which the Employee may receive from other employment with another employer after
termination of the Employees employment with the Company and or Bank, if such termination
occurs. No payment hereunder shall affect the Employees entitlement to any vested
benefits or other compensation payments.
 (b)
    
    For purposes of this Agreement, a Change in Control shall be deemed to have occurred if:
 (i)
    
    Twenty-five (25) percent or more of ownership, control, power to
vote, or beneficial ownership of any class of voting securities of the Company
and or Bank is acquired by any person, either directly or indirectly or acting
through one or more other persons;(ii)
    
    any person (other than any person named as a proxy in connection
with any solicitation on behalf of the Board) holds revocable or irrevocable
proxies, as to the election or removal of three (3) or more Directors of the
Company and or Bank, for twenty-five (25) percent or more of the total number of
voting shares of the Company and or Bank;(iii)
    
    any person has received all applicable regulatory approvals to
acquire control of the Company and or Bank;(iv)
    
    any person has commenced a cash tender or exchange offer, or
entered into an agreement or received an option, to acquire beneficial ownership
of twenty-five (25) percent or more of the total number of voting shares of the
Company and or Bank, whether or not any requisite regulatory approval for such
acquisition has been received, provided that a Change in Control will not be
deemed to have occurred under this clause (iv) unless the Board has made a
determination that such action constitutes or will constitute a Change in
control; or(v)
    
    as the result of, or in connection with, any cash tender or
Exchange offer, merger, or other business combination, sale of assets or
contested election, or any combination of the foregoing transaction, (A) the
persons who were directors of the Company and or Bank before such transaction
shall cease to constitute at least a majority of the Board or its successor, or
(B) the persons who were stockholders of the Company and or Bank immediately
before such transaction do not own more than fifty (50) percent of the
outstanding voting stock of the Company and or Bank or its successor immediately
after such transaction.




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For purposes of this Section, a person includes an individual,
corporation, partnership, trust, association, joint venture, pool, syndicate,
unincorporated organization, joint-stock company or similar organization or
entity or group acting in concert. A person for these purposes shall be deemed
to be a beneficial owner as that term is used in Rule 13d-3 under the
Securities Exchange Act of 1934.
 3.
    
    No Assignments.This Agreement is personal to each of the parties hereto. No party
may assign or delegate any rights or obligations hereunder without first obtaining the written
consent of the other party hereto. However, in the event of the death of the Employee, all
rights to receive payments hereunder shall become rights of the Employees estate claimable
within a twelve (12) month period following the date of death of the Employee.4.
    
    Amendments or Additions: Action by Board of Directors. No amendments or additions
to this Agreement shall be binding unless in writing and signed by both parties hereto. The
prior approval by a majority affirmative vote of the full Board shall be required in order for
the Bank to authorize any amendments or additions to this Agreement.5.
    
    Section Headings. The section headings used in this Agreement are included solely
for convenience and shall not affect, or be used in connection with, the interpretation of
this Agreement.6.
    
    Compensation. The special compensation to be received as agreed to herein shall not
exceed in any event $1.5 million.7.
    
    Governing Law. This Agreement shall be governed by the laws of the United States to
the extent applicable because of the Banks status as a federally insured financial
institution and otherwise by the laws of the Commonwealth of Puerto Rico.
 WESTERNBANK Puerto RicoAttest:
    
    /s/ César Ruiz
    
    
    
    By:
    
    /s/ Frank C. Stipes(Secretary)
    
    
    
    
    
    (Chairman of the Board)César Ruiz
    
    
    
    
    
    Frank C. StipesW Holding Company, Inc.
    
    
    
    
    
    W Holding Company, Inc.Westernbank Puerto Rico
    
    
    
    
    
    Westernbank Puerto RicoEmployee:/s/ Ricardo CortinaRicardo Cortina