Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics.

(b) On March 26, 2009, the Board of Directors of Santander BanCorp (the "Company") approved amendments to its Code of Business Conduct and Professional Ethics (the "Code"). The amendments include the following: (1) the addition of a prohibition on taking unfair advantage of customers, suppliers, competitors and employees through manipulation, abuse of privileged information or any other unfair dealing practice, (2) a clarification to the effect that the Compliance Committee (formerly the Legal and Compliance Committee) and the Chief Compliance Officer are responsible for the supervision and implementation of matters related to the Code, (3) the addition of a more detailed provision requiring the reporting of possible conflicts of interest to supervisors and the Chief Compliance Officer, (4) a clarification requiring that any information requests received from government entities be directed to the Company's Legal Department, and (5) the addition certain executive officers of the Company, including the Chief Accounting Officer, the General Counsel and the Chief Credit Officer, and the presidents of the subsidiaries of the Company, as members of the Compliance Committee. The amendments also include technical, administrative or other non-substantive amendments in other sections of the Code.

A complete copy of the Code is available on the Company's website at www.santandernet.com.

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