SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Pursuant~~Date toof ~~Section 13~~Report ~~or 15~~(d)Date of ~~the~~earliest ~~Securities Exchange~~event ~~Act~~reported): ofMarch 29, ~~1934~~2010

Date of Report (Date of earliest event reported): February 23, 2010

Santander BanCorp

(Exact name of registrant as specified in its charter)


Puerto Rico	001-15849	66-0573723

(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


B-7 Calle Tabonuco, Suite 1800, Guaynabo, Puerto Rico		00968

(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (787) 777-4100

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.136-4(c))

Item 52.0203 ~~Departure~~Creation of ~~Directors~~a orDirect ~~Certain~~Financial ~~Officers;~~Obligation ~~Election~~or ofan ~~Directors;~~Obligation ~~Appointment~~under ofan ~~Certain~~Off-Balance ~~Officers;~~Sheet ~~Compensatory~~Arrangement ~~Arrangements~~ of ~~Certain~~a ~~Officers~~Registrant.

On March 23, 2010, Santander BanCorp (ethe “Corporation”) and Santander Financial Services, Inc., a wholly owned subsidiary of the Corporation (“Santander Financial”), entered into a collateralized loan agreement (the “Loan Agreement”) with Banco Santander Puerto Rico (the “Bank”). Under the Loan Agreement, the Bank advanced $182 million and $422 million (the “Loans”) to the Corporation and Santander Financial, respectively. The proceeds of the Loans were used to refinance the outstanding indebtedness incurred under a loan agreement dated January 22, 2010 among the Corporation, Santander Financial and the Bank, and for general corporate purposes. The Loans are collateralized by a certificate of deposit in the amount of $604 million opened by Banco Santander, S.A., the parent of the Corporation, at the Bank and provided as security for the Loans pursuant to the terms of a Security Agreement, Pledge and Assignment between the Bank and Banco Santander, S.A. The Corporation and Santander Financial have agreed to pay an annual fee of 0.10% net of taxes, deductions and withholdings to Banco Santander, S.A. in connection with its agreement to collateralize the Loans with the deposit.

OnThe ~~February 23,~~Loans ~~2010,~~bear ~~the~~interest ~~Compensation~~at ~~Committee~~a offixed ~~the~~rate ~~Board~~ of ~~Directors of Santander BanCorp (the “Company”) approved the participation of fifty-three Company officers in the fourth cycle of the Banco Santander, S~~0.A.778% ~~(“Santander”)~~per ~~Performance Shares Plan and the award of restricted stock units to said employees thereunder~~annum. ~~The~~Interest ~~participants~~is ~~include~~payable ~~six~~at ~~of the Company’s~~maturity ~~executive officers who were “named executive officers” for purposes~~ of the ~~Company’s proxy statement for the 2009 Annual Meeting of Shareholders~~Loans. The ~~Performance~~Corporation ~~Shares Plan is an equity-based plan that provides long-term incentive opportunities for certain executive officers~~ and ~~managers of~~ Santander ~~and~~Financial ~~its~~did ~~affiliates.~~not ~~Under~~pay ~~the~~any ~~Performance~~fee ~~Shares~~or ~~Plan,~~commission ~~participants receive~~to ~~shares of Santander common stock (American Depositary Shares, in~~ the ~~case of native U.S.~~ ~~and~~Bank ~~Puerto Rico participants) upon satisfaction of certain pre-established service and performance requirements. Santander makes awards under the Performance Shares Plan~~ in ~~cycles,~~connection with ~~one~~the ~~cycle ending each year~~Loans. The ~~fourth~~entire ~~cycle~~principal ~~(or~~balance ~~“I-12~~of ~~Plan”) is for~~ the ~~three-year~~Loans ~~2009~~is ~~through~~due ~~2011~~and ~~period with~~payable ~~payout of shares no later than July~~on May 3124, ~~2012~~2010.

AUpon ~~percentage of~~ the ~~maximum~~occurrence ~~number~~and ofduring ~~shares awarded under~~ the ~~I-12~~continuance ~~Plan~~of ~~will~~an ~~vest~~Event ~~in accordance~~of ~~with~~Default ~~pre-established Santander total shareholder return~~ (oras ~~“TSR”)~~defined ~~compared~~in tothe ~~a peer~~Loan ~~group~~Agreement) ofunder ~~16 institutions chosen among~~ the ~~world’s~~Loan ~~largest financial institutions~~Agreement, on the ~~basis~~Bank ~~of their~~shall ~~market~~have ~~capitalization, geographic location and~~ the ~~nature~~right ofto ~~their~~declare ~~business. The I-12 Plan defines TSR as~~ the ~~difference (expressed as a percentage) between the value of a hypothetical~~outstanding ~~investment~~balance ~~in ordinary shares~~ of ~~each of~~ the ~~members~~Loans, oftogether ~~the~~with ~~peer~~accrued ~~group~~interest and ~~Santander~~any atother ~~the~~amount ~~end~~owing of to the ~~cycle~~Bank, due and ~~the~~payable ~~value~~on ofdemand ~~the~~or ~~same~~immediately ~~investment~~due atfor ~~the~~payment. ~~beginning~~In ofaddition, the ~~cycle.~~Corporation ~~Dividends~~and ~~or similar~~Santander ~~amounts~~Financial ~~received by shareholders~~ will be ~~considered~~required asto ifpay ~~such~~interest ~~amounts were invested in more shares. The trading price~~ on ~~the~~any ~~exchange~~overdue ~~with~~amounts ~~the~~at ~~highest~~a ~~trading~~default ~~volume~~rate ~~will~~that beis ~~used~~ equal to ~~calculate~~ the ~~initial~~fixed ~~and~~interest ~~final~~rate ~~share~~payable ~~prices.~~on ~~The TSR goals and~~ the ~~associated~~Loans ~~possible~~plus ~~percentages~~2% ~~that participants~~per ~~may earn under the I-12 Plan are as follows:~~annum.

	Percentage of
	shares earned over
Santander’s position in the TSR ranking	maximum
1st to 5th		100.0	%
6th		82.5	%
7th		65.0	%
8th		47.5	%
9th		30.0	%
10th or below		0	%

The Corporation’s and Santander Financial’s obligations to pay interest and principal under the Loan Agreement are several and not joint. However, the Corporation and Santander Financial are jointly and severally responsible for all other amounts payable under the Loan Agreement, including any indemnification payments due to the Bank thereunder.

InThe ~~order~~foregoing ~~for~~description ais ~~participant~~qualified toin ~~receive~~its ~~the~~entirety ~~shares~~by ~~under~~reference ~~the I-12 Plan, the I-12 Plan requires the participant~~ to ~~remain continuously employed at Santander or a subsidiary through~~ the ~~June 30~~Loan ~~of the year following the end of the cycle~~Agreement, ~~except in the cases of retirement, involuntary~~a ~~termination,~~copy ~~unilateral waiver by the participant for good cause, unfair dismissal, forced leave~~ of ~~absence,~~ ~~permanent disability, or death in~~ which ~~case,~~is ~~the~~filed ~~participant~~herewith ~~(or~~as ~~his~~Exhibit 10.1 orand ~~her~~incorporated ~~beneficiary, in~~by ~~the~~reference ~~case~~to ofthis ~~death), will receive a pro-rated portion of the participant’s award~~Item 2.03.

~~The~~Item six named executive officers of the Company who received awards of restricted stock units under the I-12 Plan, and the maximum number of Santander shares payable to each of them under these awards, are as follows: Juan Moreno (40,000 shares), Roberto Jara (6,000 shares), José Alvarez (11,000 shares), James Rodriguez (5,000 shares), María Calero (11,000 shares) and Justo Muñoz (11,000 shares)9. 01 Exhibits

(d) Exhibits

10.1

Loan Agreement, dated March 23, 2010, among Santander BanCorp, Santander Financial Services, Inc. and Banco Santander Puerto Rico.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 129, 2010

SANTANDER BANCORP By: /s/ ~~Rafael~~María S.Calero ~~Bonilla~~ Name: ~~Rafael~~María S.Calero ~~Bonilla~~ Title: ~~Senior~~Executive Vice President ~~and General Counsel~~

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