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EXHIBIT 10.19

SOVEREIGN BANCORP, INC.
SENIOR OFFICERS BONUS AWARD PROGRAM
(As Amended Effective February 18, 2004)

         1.     Definitions.

                  (a)      "Bank" means Sovereign Bank.

                  (b)      "Board" means the board of directors of the
                  Corporation.

                  (c)      "Change in Control" has the same meaning as is
                  ascribed to such term, as of the Effective Date, in the
                  Sovereign Bancorp, Inc. 2001 Stock Incentive Plan.

                  (d)      "Committee" means the Compensation Committee of the
                  Board or such other committee as may be appointed by the Board
                  to administer this Program. Such term also includes the whole
                  Board to the extent it takes action with respect to
                  administrative or operational matters relating to the Program.

                  (e)      "Common Stock" means the common stock (no par value)
                  of the Corporation.

                  (f)      "Corporation" means Sovereign Bancorp, Inc.

                  (g)      "Effective Date" means September 18, 2002.

                  (h)      "Fair Market Value" of a share of Common Stock on any
                  given date means the closing sale price for such shares on
                  that date as listed on the New York Stock Exchange (or any
                  national securities exchange or quotation system on which the
                  Common Stock is then listed or reported). If a closing sale
                  price for the Common Stock for the given date is not listed or
                  reported, or if there is none, the Fair Market Value shall be
                  equal to the closing sale price on the nearest trading day
                  preceding such date. Notwithstanding the foregoing, if, in the
                  Committee's judgment, there are unusual circumstances or
                  occurrences under which the otherwise determined Fair Market
                  Value of the Common Stock does not represent the actual fair
                  value thereof, then the Fair Market Value of such Common Stock
                  shall be determined by the Committee on the basis of such
                  prices or market quotations as it shall deem appropriate and
                  fairly reflective of the then fair value of such Common Stock.

                  (i)      "Participant" means a Senior Officer who is entitled
                  to participate in the Program in accordance with the
                  provisions of Sections 2 and 4 and who has not terminated as a
                  Senior Officer. Notwithstanding the preceding sentence, a
                  Participant who terminates as a Senior Officer after having
                  earned an award, but before its payment, shall remain a
                  Participant until payment is made.

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                  (j)      "Program" means the Sovereign Bancorp, Inc. Senior
                  Officers Bonus Award Program.

                  (k)      "Senior Officer" means a member of the Office of the
                  Chairman of Sovereign Bank.

         2.       Participation. Each individual who is a Senior Officer on the
                  Effective Date shall become a Participant in the Program on
                  such date. Any individual who becomes a Senior Officer after
                  December 31, 2003, may become a Participant subject to the
                  provisions of Section 4.

         3.     Operative Terms of the Program.

                  (a)      In the event the Corporation's cash earnings,
                  determined on a consolidated and fully-diluted basis, for 2004
                  equal or exceed $1.70 per share, each Participant, who remains
                  as a Senior Officer as of December 31, 2004, shall receive a
                  cash award equal to the Fair Market Value of 10,000 shares of
                  Common Stock.

                  (b)      In the event the Corporation's cash earnings,
                  determined on a consolidated and fully-diluted basis, for 2005
                  equal or exceed $1.95 per share, each Participant, who remains
                  as a Senior Officer as of December 31, 2005, shall receive a
                  cash award equal to the Fair Market Value of 15,000 shares of
                  Common Stock.

                  (c)      In the event the Corporation's cash earnings,
                  determined on a consolidated and fully-diluted basis, for 2006
                  equal or exceed a per share amount established by the
                  Committee prior to January 1, 2006, each Participant, who
                  remains as a Senior Officer as of December 31, 2006, shall
                  receive a cash award equal to the Fair Market Value of 15,000
                  shares of Common Stock.

                  (d)      In the event the Corporation's cash earnings,
                  determined on a consolidated and fully-diluted basis, for 2007
                  equal or exceed a per share amount established by the
                  Committee prior to January 1, 2007, each Participant, who
                  remains as a Senior Officer as of December 31, 2007, shall
                  receive a cash award equal to the Fair Market Value of 15,000
                  shares of Common Stock.

                  (e)      In the event the Corporation's cash earnings,
                  determined on a consolidated and fully-diluted basis, for 2008
                  equal or exceed a per share amount established by the
                  Committee prior to January 1, 2008, each Participant, who
                  remains as a Senior Officer as of December 31, 2008, shall
                  receive a cash award equal to the Fair Market Value of 15,000
                  shares of Common Stock.

                  (f)      In addition to the target earnings per share
                  objectives described above, an award shall not be considered
                  earned with respect to a relevant year, nor shall it be paid,
                  in the event the Corporation's "Tier 1 capital" is less than
                  5.5% as of the close of such year or the Bank's asset quality
                  is worse than the average of the top 25 banks in the United
                  States (by asset size), which banks have commercial loans
                  making up at least 25% of their total loan portfolios.
                  Notwithstanding the foregoing, if one or more of the financial
                  objectives described in this section 3 are

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                  not achieved for a relevant year, the Committee, after review
                  of all relevant facts and circumstances, may determine that an
                  award (or any portion thereof) with respect to a relevant year
                  is considered earned if such determination, in the judgment of
                  the Committee, is reasonably consistent with the goals of the
                  Program.

                  (g)      All amounts payable pursuant to the preceding
                  provisions of this section shall be distributed within 30 days
                  following the filing by the Corporation of its Annual Report
                  on Form 10-K for the relevant year in which an award is
                  earned.

                  (h)      All financial calculations required in connection
                  with this Program shall be performed by, or under the
                  supervision of, the Committee; provided, however, that the
                  calculation of cash earnings shall, in any event, be
                  consistent with any year-end or other public financial
                  release, describing year-end cash earnings, made by the
                  Corporation with respect to the relevant year. The
                  determination of the value of an award hereunder shall be
                  based upon the Fair Market Value of Common Stock as of the
                  date determined by the Committee, provided, however, the
                  determination of the value of an award made pursuant to
                  Subsection (k) shall be based upon the Fair Market Value of
                  Common Stock as of the date of the Change in Control.

                  (i)      Except as otherwise provided herein, no award shall
                  be payable to any Participant for a relevant year if he or she
                  fails to remain as a Senior Officer, for any reason, through
                  the end of such year.

                  (j)      In the event of the occurrence of a stock split,
                  stock dividend, reverse stock split, or similar event with
                  respect to the Common Stock following the adoption of this
                  Program and prior to a payment of an award earned with respect
                  to any year, the amount payable with respect to any earned
                  award shall be appropriately adjusted to take into account
                  such occurrence.

                  (k)      Notwithstanding the provisions of this section, an
                  award earned hereunder with respect to a relevant year shall
                  not be paid unless an award with respect to the same year has
                  been earned under the terms of the Sovereign Bancorp, Inc.
                  Non-Employee Directors Bonus Award Program.

                  (l)      Notwithstanding the preceding provisions of this
                  section, in the event of the occurrence of a Change in
                  Control, all potential awards for any current or future fiscal
                  year shall be deemed earned as of the date of such Change in
                  Control and shall be payable to the Participants, who are
                  serving as Senior Officers immediately prior thereto, within
                  30 days after such Change in Control.

         4.       Future Participants. In the case of an individual who becomes
                  a Senior Officer following December 31, 2003, the Committee
                  may provide, in its sole discretion, for his or her
                  participation in the Program. In the event the Committee
                  provides for the participation of such an individual, it may
                  establish such additional or modified conditions on his or her
                  participation as it may deem equitable or appropriate under
                  the circumstances.

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         5.       Administration. Except as otherwise provided herein, this
                  Program shall be interpreted and administered by the
                  Committee. In furtherance of such authority, the Committee may
                  prescribe such rules, regulations, forms, and procedures as it
                  deems necessary or appropriate for the proper administration
                  of the Program.

         6.       Amendment. This Program may be amended at any time and from
                  time to time by the Board; provided, however, that no such
                  amendment may be made which adversely affects the then rights
                  of a Participant under the Program without his or her consent;
                  and provided further, that no amendment may be made solely by
                  the Board that requires the additional approval of the
                  Corporation's shareholders for tax, securities law, exchange
                  listing requirement, or other purposes.

         7.       Termination. This Program shall terminate upon the earliest to
                  occur of the following: (i) the distribution of earned awards
                  (if any) for the year 2008, (ii) the determination by the
                  Committee that the specified goals for the year 2008 were not
                  met, or (iii) the distribution of awards payable by reason of
                  a Change in Control.

         8.       Tax Withholding. Distribution of an award shall be subject to
                  satisfaction by the Participant of any tax withholding
                  requirements that may apply at the relevant time.

         9.       Number. Words used herein in the singular form shall include
                  the plural form, as the context requires, and vice versa.

         10.      Headings. The headings of the several sections of this Program
                  document have been inserted for convenience of reference only
                  and shall not be used in the construction of the same.

         11.      Applicable Law. Except to the extent pre-empted by federal
                  law, this Program document shall be administered, construed
                  and enforced in accordance with the domestic internal law of
                  the Commonwealth of Pennsylvania.

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