Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 13, 2008, Santander BanCorp (the "Company") filed a current report on Form 8-K announcing that Carlos M. García had resigned from his position as Senior Executive Vice President, Chief Operating Officer and member of the Board of Directors of the Company, and as President of Banco Santander Puerto Rico ("Banco Santander"). Mr. García's decision followed his nomination as President and Chairman of the Board of Directors of the Government Development Bank for Puerto Rico, announced on November 13, 2008 by Puerto Rico's Governor-elect. In that instance, the Company announced that Mr. García's resignation would become effective upon the formal confirmation of his nomination by the Board of Directors of the GDB. The Company now announces that Mr. García's resignation became effective December 31, 2008.
In connection with Mr. García's departure, Mr. García, the Company, Banco Santander and Santander Overseas Bank, Inc., an affiliate of the Company ("Santander Overseas"), entered into an agreement setting forth the terms of Mr. García's separation from the Company. Under the agreement, Mr. García will receive severance compensation in the form of a lump sum payment of $900,000. Of the amounts payable under the agreement, Banco Santander will pay $350,000 and Santander Overseas will pay $550,000. As part of the agreement, Mr. García has provided a general release to the Company for any claims he might have against the Company or any of its affiliates. Mr. García will be subject to certain confidentiality and non-disclosure obligations.
Mr. García will continue to be eligible to receive his vested benefits under the Company's employee savings plan and certain benefits under the Company's welfare benefit plan. In addition, Mr. García will be eligible to receive incentive compensation under the long-term incentive plans of Banco Santander, S.A., the Company's ultimate parent ("BSSA"), for fiscal periods ending on or before December 31, 2009, subject to and in accordance with the terms of each such plan. Payouts under the plans depend on the performance of BSSA and its consolidated entities, including the Company, over the corresponding plan years, compared to that of a peer group of international financial institutions determined by BSSA. Additional information regarding the long-term incentive plans of BSSA, in which certain of the Company's executive officers, including Mr. García, are eligible to participate, is included in the proxy statement used in connection with the Company's 2008 annual stockholders meeting, which was filed with the U.S. Securities and Exchange Commission on March 24, 2008, and is incorporated herein by reference.

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