EX-10.2






EXHIBIT 10.2



SOVEREIGN BANCORP, INC.




NON-EMPLOYEE DIRECTORS SERVICES COMPENSATION PLAN




(As Amended by Amendments #1, #2 and #3)




1. PURPOSE



The Sovereign Bancorp, Inc. Non-Employee Directors Services Compensation Plan (the “Plan”) was
adopted by Sovereign Bancorp, Inc. (“Sovereign” or the “Corporation”) and is designed to enhance
Sovereign’s ability to attract and retain competent and experienced non-employee directors by
providing retirement-type benefits for non-employee directors of Sovereign who retire after the
Effective Date.



2. DEFINITIONS



Except as otherwise specified or as the context may otherwise require, the following terms
have the meanings indicated below for all purposes of this Plan:



BOARD means the Board of Directors of Sovereign.



COMMITTEE means the Compensation Committee of the Board.



DIRECTOR means a member of the Board of Sovereign on or after the Effective Date who is not an
employee of Sovereign on his or her date of death or retirement as a Director.



BOARD SERVICE means service as a Director of Sovereign both before and after the Effective
Date; provided, however, that Board Service shall not include any period during which the Director
was an employee of Sovereign or any subsidiary thereof. The service of a Director will include
service on the board of Sovereign Bank, or an affiliate or service on the board of any merged or
acquired holding company, bank or other affiliate; provided, however, that concurrent service with
more than one such company shall be counted only once.



RETAINER means the annual calendar year retainer(s) paid to a Director as compensation for
services as a Director of Sovereign and, if applicable, Sovereign Bank, excluding the amount of any
incentive compensation or other award that may have been paid to any Director during the course of
any year. For purposes of the preceding sentence (i) any such retainers received from any company
acquired by Sovereign or Sovereign Bank, through merger, consolidation, acquisition of
substantially all of its assets or similar transaction, shall be taken into account and (ii) to the
extent any such retainer was paid in stock or other property, it shall be valued at the time of
transfer in the same manner as was used for federal income tax information reporting purposes or,
if such valuation was not made, the value of such stock or other property shall be the value of the
same as is fixed by the Board of Sovereign in good faith. Nothing in this definition shall be
construed as providing for the payment of a Plan benefit to any person who is not, at the relevant
time, a Director of Sovereign. In the case of a Director’s termination of Board Service during a
calendar year, the Board may, in its discretion, annualize the Retainer being paid at the time of
termination for purposes of administering the Plan.



EFFECTIVE DATE means July 15, 1999.



3. ELIGIBILITY



Any Director who (i) has completed ten or more years of Board Service, (ii) has attained the
age of 65, (iii) has not been removed as a Director by the Board for cause and (iv) retires from
(or otherwise voluntarily terminates) such Board Service on or after the Effective Date shall be
eligible for a retirement benefit as provided herein. The lawful surviving spouse (if any) of any
Director, who (v) has completed ten or more years of Board Service, (vi) has not been removed as a
Director by the Board for cause and (vii) has not terminated as a Director, as of the date of his
or her death, shall be eligible for a spousal benefit. Notwithstanding the foregoing, no Director
appointed or elected after October 1, 2005 shall be eligible to participate in or receive a benefit
under the Plan.



4. DIRECTOR’S RETIREMENT BENEFIT



The retirement benefit payable to a Director hereunder shall be an amount equal to three times
the highest Retainer in effect at any time during the Director’s period of Board Service. Benefits
will be payable in a lump sum or in annual installments, at the discretion of the Board. A benefit
shall be paid or commence at such time as the Board shall specify at the relevant time, but in no
event shall such benefit be paid or commence (i) earlier than the first day of the month concurrent
with or immediately following the Director’s termination of Board Service prior to age 70 or (ii)
later than the Director’s 70th birthday. No installment payout shall extend beyond
three years, nor shall any installment payment bear interest. Upon the death of a former Director
receiving a retirement benefit, any unpaid benefit shall be made, or continue to be made, to the
former Director’s lawful surviving spouse; provided, however, that no benefit payment shall
thereafter be made or continue to be made if there is no surviving spouse; and provided further,
that if such surviving spouse shall die prior to receipt of the entire remaining Plan benefit
payable, the then unpaid balance shall be paid, in a lump sum, to the deceased surviving spouse’s
estate as soon as administratively feasible. Notwithstanding anything in this Section 4 or the
Plan to the contrary, the retirement benefit payable to a Director hereunder who has, as of October
1, 2005, completed ten or more years of Board Service and has attained the age of 65, shall be an
amount equal to three times the highest Retainer in effect at any time during such Director’s
period of Board Service. A Director who has not, as of October 1, 2005, completed ten or more
years of Board Service and has not yet attained the age of 65, but is otherwise a participant in
the Plan may receive a retirement benefit equal to an amount determined by multiplying the amount
equal to three times the highest Retainer in effect at any time during such Director’s period of
Board Service through September 30, 2005, by the number of full years of Board Service of such
Director through September 30, 2005 divided by ten. In order to be eligible to receive the
retirement benefit determined pursuant to this formula, such Director must complete ten or more
years of Board Service and attain the age of 65 provided, however, that such Director has not been
removed as a Director by the Board for cause prior to the time such retirement benefit, if any,
becomes payable.



5. SPOUSAL BENEFIT



The benefit payable to the lawful surviving spouse (if any) of a Director who has not yet
retired or who has not yet commenced receiving a Plan benefit as of his or her death shall be an
amount determined in accordance with the provisions of Section 4. A spousal benefit shall be paid
in a lump sum or installments as provided in Section 4, and shall be paid or commence to be paid on
the first day of the month immediately following receipt by Sovereign of proof of death; provided,
however, that no benefit payment shall be made under this section if there is no surviving spouse;
and provided further, that if such surviving spouse shall die prior to receipt of the entire Plan
benefit payable, the then unpaid balance shall be paid, in a lump sum, to the deceased surviving
spouse’s estate as soon as administratively feasible.



6. DISABILITY



Notwithstanding Sections 3 and 4, any Director who (i) has completed five or more years of
Board Service, (ii) has not been removed as a Director by the Board for cause and (iii) terminates
Board Service by reason of becoming disabled is eligible for a retirement benefit under the Plan.
The retirement benefit payable under this section shall be paid in accordance with the provisions
of Section 4, except that (iv) the date of reference for determining the amount payable shall be
the date his or her Board Service terminates by reason of disability and (v) payment of the Plan
benefit shall be made or commence on the first day of the month immediately following the
termination of Board Service. In the event of the death of a former Director prior to receipt of
his or her entire benefit, the provisions of Section 4 shall govern the rights of any person to
receipt of the unpaid portion thereof. For purposes of this Plan, the term “disability” or
“disabled” shall mean an incapacity, due to physical or mental illness or injury, to fulfill the
normal duties of a Director of Sovereign for a period reasonably anticipated to be at least one
year.



7. CHANGE IN CONTROL



Change in Control means the first to occur of any of the following events:



(a) any “Person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act except
for any of the Corporation’s employee benefit plans, or any entity holding the Corporation’s voting
securities for, or pursuant to, the terms of any such plan (or any trust forming a part thereof)
(the “Benefit Plan(s)”), is or becomes the beneficial owner, directly or indirectly, of the
Corporation’s securities representing 19.9% or more of the combined voting power of the
Corporation’s then outstanding securities other than pursuant to a transaction described in (d)
below;



(b) there occurs a contested proxy solicitation of the Corporation’s shareholders that results
in the contesting party obtaining the ability to vote securities representing 19.9% or more of the
combined voting power of the Corporation’s then outstanding securities;



(c) a binding written agreement is executed (and, if legally required, approved by the
Corporation’s shareholders) providing for a sale, exchange, transfer or other disposition of
substantially all of the assets of the Corporation or of Sovereign Bank, a Federal Savings Bank to
another entity, except to an entity controlled directly or indirectly by the Corporation;



(d) the shareholders of the Corporation approve a merger, consolidation, or other
reorganization of the Corporation, unless:




(i) under the terms of the agreement approved by the Corporation’s shareholders
providing for such merger, consolidation or reorganization, the shareholders of the
Corporation immediately before such merger, consolidation or reorganization, will own,
directly or indirectly immediately following such merger, consolidation or reorganization at
least 51% of the combined voting power of the outstanding voting securities of the
Corporation resulting from such merger, consolidation or reorganization (the “Surviving
Corporation”) in substantially the same proportion as their ownership of the voting
securities immediately before such merger, consolidation or reorganization;




(ii) under the terms of the agreement approved by the Corporation’s shareholders
providing for such merger, consolidation or reorganization, the individuals who were members
of the Board immediately prior to the execution of such agreement will constitute at least
51% of the members of the board of directors of the Surviving Corporation after such merger,
consolidation or reorganization; and




(iii) based on the terms of the agreement approved by the Corporation’s shareholders
providing for such merger, consolidation or reorganization, no Person (other than (A) the
Corporation or any Subsidiary of the Corporation, (B) any Benefit Plan (C) the Surviving
Corporation or any Subsidiary of the Surviving Corporation, or (D) any Person who,
immediately prior to such merger, consolidation or reorganization had beneficial ownership
of 19.9% or more of the then outstanding voting securities) will have beneficial ownership
of 19.9% or more of the combined voting power of the Surviving Corporation’s then
outstanding voting securities;



(e) a plan of liquidation or dissolution of the Corporation, other than pursuant to bankruptcy
or insolvency laws, is adopted;



(f) during any period of two consecutive years, individuals, who at the beginning of such
period, constituted the Board cease for any reason to constitute at least a majority of the Board
unless the election, or the nomination for election by the Corporation’s shareholders, of each new
director was approved by a vote of at least two-thirds of the directors then still in office who
were directors at the beginning of the period; or



(g) the occurrence of a Triggering Event within the meaning of the Rights Agreement dated as
of September 19, 1989, as amended, and as further amended by the Second Amended and Restated Rights
Agreement dated as of January 19, 2005, between the Corporation and Mellon Investor Services LLC,
as rights agent.



Notwithstanding clause (a) of the preceding paragraph, a Change in Control shall not be deemed
to have occurred if a Person becomes the beneficial owner, directly or indirectly, of the
Corporation’s securities representing 19.9% or more of the combined voting power of the
Corporation’s then outstanding securities solely as a result of an acquisition by the Corporation
of its voting securities which, by reducing the number of shares outstanding, increases the
proportionate number of shares beneficially owned by such Person to 19.9% or more of the combined
voting power of the Corporation’s then outstanding securities; provided, however, that if a Person
becomes a beneficial owner of 19.9% or more of the combined voting power of the Corporation’s then
outstanding securities by reason of share purchases by the Corporation and shall, after such share
purchases by the Corporation, become the beneficial owner, directly or indirectly, of any
additional voting securities of the Corporation (other than as a result of a stock split, stock
dividend or similar transaction), then a Change in Control of the Corporation shall be deemed to
have occurred with respect to such Person under clause (a) of the preceding paragraph. In no event
shall a Change in Control of the Corporation be deemed to occur under such clause (a) above with
respect to Benefit Plans.



Upon the occurrence of a Change in Control of Sovereign, and notwithstanding any other
provision of the Plan, a Director who was elected or appointed prior to October 1, 2005 and who has
completed five or more years of Board Service shall immediately become entitled to receive the
benefit amount determined under Section 4.



8. PROVISION OF BENEFITS



All benefits payable hereunder shall be provided from the general assets of Sovereign. No
Director or spouse shall acquire any interest in any specific assets of Sovereign by reason of this
Plan.



9. AMENDMENT AND TERMINATION



Sovereign reserves the right to terminate this Plan or amend this Plan in any respect at any
time, and any such amendment may be retroactive; provided, however, that no such termination or
amendment may reduce the benefits of any Director who has previously retired hereunder or any
spouse receiving benefits hereunder. Effective as of October 1, 2005, the Plan has been frozen,
subject to the provisions of Sections 3 and 4 as amended. Subject to the provisions of this
Section 9, the Plan will be deemed to be terminated effective as of the date that all retirement
benefits payable hereunder have been distributed in accordance with the terms of the Plan.



10. ADMINISTRATION



This Plan shall be administered by the Compensation Committee of the Board of Directors of
Sovereign. Such Committee’s final decision, in making any determination or construction under this
Plan and in exercising any discretionary power, shall in all instances be final and binding on all
persons having or claiming any rights under this Plan.



11. MISCELLANEOUS



The adoption and maintenance of this Plan shall not constitute a contract between Sovereign
and any Director. Nothing herein contained shall be deemed to give any Director the right to be
retained as a Director, nor shall it interfere with the Director’s right to terminate his or her
directorship at any time. No benefit payable hereunder shall be subject to alienation or
assignment, except as otherwise provided by law.