AGREEMENT AND GENERAL RELEASE1

Exhibit 10.20

AGREEMENT AND GENERAL RELEASE ¹

APPEAR

      AS PARTIES OF THE FIRST PART: Santander BanCorp (“Santander”), Banco Santander Puerto Rico (“Banco Santander”), hereinafter referred to as “Santander Puerto Rico,” represented by its President and Senior Executive Vice President, and Santander Overseas Bank, Inc. (“Santander Overseas”), represented by its authorized representatives.

      AS PARTIES OF THE SECOND PART: Carlos M. García and his wife, Melissa Marxuach Torrós, both of legal age, married, residents of Guaynabo, Puerto Rico and the conjugal legal partnership constituted between them, hereinafter referred to as “García and his spouse.”

STATE

      A.  García has served as Senior Executive Vice President and Chief Operating Officer of Santander and President of Banco Santander.

      B.  On November 13, 2008, García resigned as an employee of Santander Group (as defined below), effective December 31, 2008, as a result of his appointment as President and Chairman of the Board of Directors of The Government Development Bank for Puerto Rico.

AGREE:

          1. In consideration of the aforementioned resignation, the releases granted in Section 2 of this Agreement, and the other obligations and covenants agreed by García and his spouse, Grupo Santander will pay to Mr. García as follow:

               (a) A lump sum of nine hundred thousand dollars ($900,000.00 USD) of which three hundred fifty thousand dollars ($350,000.00 USD) will be paid by Banco Santander and five hundred fifty thousand dollars ($550,000.00 USD) will be paid by Santander Overseas, for services rendered by García to Banco Santander, S.A. and its affiliates (“Grupo Santander”).

                    García acknowledges that the amounts referenced in paragraph 1 will be reported to the Puerto Rico Treasury Department and/or to the Internal Revenue Services (“IRS”), as applicable, as taxable income for 2008. The parties hereby agree that if any tax liability arises, or if any of the parties incur in interests or penalties imposed by any competent authority for the payment of income taxes over the monies or benefits payable under this Agreement, pursuant to any law, García will be solely responsible for said payment and hereby exonerates Santander Puerto Rico and Grupo Santander, and releases it from any responsibility (“hold harmless”) for the taxes, interests, surcharges and/or penalties imposed on any of the amounts paid by that Santander Puerto Rico and Grupo Santander as a result of this Agreement.

               (b) Banco Santander will pay the premiums to maintain García and his dependents under the Health Insurance Plan of Banco Santander until June 30, 2009, or until García obtains coverage under another health insurance plan, whichever occurs first, under the terms and condition of the same. Payment of the insurance premiums of the Health Insurance Plan of Banco Santander for the first six (6) of the eighteen (18) months of the Plan of Banco Santander period of continued coverage provided by the Consolidated Omnibus Reconciliation Act (COBRA), equals to three thousand seven hundred and four dollars with fifty eight cents ($3,734.58 USD).

               (c) For purposes of García’s participation of in the I06 Plan (el “I06 Plan”) of Banco Santander, S.A., the parties hereby agree that García will maintain his right to exercise, on or before to January 15, 2009, 40,000 options to acquire American Depository Shares (“ADS”) of Banco Santander, S.A. granted under the I06 Plan, pursuant the provisions in the American Depository Shares Stock Purchase Agreement for Executives dated in December 17, 2007, between Banco Santander and García.

               (d) For purposes of García’s participation in the Equity Incentive Plan Linked to the Performances of Banco Santander, S.A. (“the Equity Incentive Plan”), the parties hereby agree that García will maintain his right to acquire ADSs of Banco Santander, S.A. corresponding to the First and Second Cycles of the Equity Incentive Plan, notwithstanding of García’s resignation, and that he will maintain his right to receive ADS in accordance to the provisions of the Regulations promulgated under the Equity Incentive Plan.

               In consideration with the payments and transfers referenced in Section 1, and the resignation of his employment, García and his spouse and the conjugal legal partnership constituted between them hereby agree:

               That García, his spouse and the conjugal legal partnership, their family, heirs, executors, assigns , agents, dependents, friends or relatives, do not have any, and if they had any, they waive any claim of any kind, and any remedies, arising under any federal, state or Puerto Rico law, including those related to or that may be alleged to have arise from the employment relationship with Santander Puerto Rico or Grupo Santander, or his resignation, and they expressly waive release of any claim or cause of action that they have or may have or might have had, known or unknown, in law or equity, in contract or tortuous claim against Santander Puerto Rico, Grupo Santander and its parent corporations, subsidiaries, sister companies,

affiliates, or predecessors (hereinafter “the Corporations”) the 1165(e) Savings Plan of Grupo Santander (the “Plan”), as well as the Fiduciaries, Administrators and members of the Retirement Committee; and their respective directors, officers, employees, agents, representatives, insurers, guarantors or sureties (hereinafter “their Representatives”). The claims or causes of action to which García, his spouse and the conjugal legal partnership constituted between them, waive and hereby agree to a release include, but are not limited to, the following: for retaliation; for breach of contract or quasi-contract or promise or representation; for violation of public policy; for damages; for violation and/or invasion of privacy and intimacy rights; for libel and defamation; for a violation of any regulation, norm, guideline, or policy of Santander Puerto Rico or of Grupo Santander; unjustified dismissal (Law No. 80 of May 30, 1976); or dismissal or discriminatory treatment prohibited under the Constitution of Puerto Rico or of the United States, or by any other law of Puerto Rico, federal, Spain or the European Union, including by reason of race, color, age, national origin, sex, disability, Vietnam War Veteran, marriage and others including, but not limited to, the Civil Rights Act of 1964, and the Civil Rights Act of 1991, the Civil Rights Act of 1866, Law No. 100 of June 30, 1959, the Americans with Disabilities Act (ADA), Rehabilitation Act of 1973, Law No. 44 of July 12, 1985 (