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Exhibit 10.2*
December 29, 2006
Mr. Carlos García
Santander BanCorp
Puerto Rico
Dear Mr. García:
We hereby confirm the terms and conditions with regards to your
employment agreement as Senior Executive Vice President and Chief
Operating Officer of Santander BanCorp and Banco Santander Puerto
Rico (hereafter "the Group"):
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1.
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The employment agreement dated March 23,
2005 between the Group and you will expire on January 1, 2007.
As agreed upon, the Group and you have decided to enter in a new
employment agreement which shall be effective from January 1,
2007.
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2.
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In your position, you shall be responsible for
and will supervise all of the business areas of the
Group.
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3.
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The conditions set forth herein shall be in full
force and effect for two years commencing on January 1, 2007
and ending, therefore, on January 1, 2009.
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4.
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During the period whereby these conditions are in
full force and effect, the Group may terminate your employment if
there is just cause, without any compensation whatsoever. The Group
may also terminate your employment without just cause. In this
latter case, you shall receive as indemnity the greater of the
following amounts:
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a.
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The pending gross amount due from the time of
termination of employment until the date of expiration of this
Agreement (January 1, 2009) in accordance to the annual salary
set forth in Section 5; or
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b.
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$1,000,000 gross
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If by the term of expiration of this Agreement
the parties have not renewed the same, the Group shall pay, unless
you have been offered an extension to this Agreement under the same
terms and conditions hereby established and the extension was
rejected by you, the gross amount of $1,000,000 as the final
compensation for your separation from the Group, as so thereby
liberating you from any additional
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*
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This is an English translation of the original
Employment Agreement entered into between Santander BanCorp, Banco
Santander Puerto Rico and Carlos García:. Pursuant to Rule
306 of Regulation S-T, a signed original of the original Employment
Agreement has been retained by the Company and furnished to the
Securities and Exchange Commission upon request.
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Carlos García
Page 2
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responsibility under this Agreement, with
exception to the temporary non-competition clause under
Section 7.
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In the case of a change in control of the Group
in Puerto Rico, the Group shall compensate you the gross
amount
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