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Officer shall have the title of Chief of Staff to the Chief Executive Officer of Sovereign Bank,reporting directly to the Chief Executive Officer of the Bank.     3. Term of Employment. The Officer’s employment under this Agreement shall be for aperiod (the “Employment Period”) commencing on the date of this Agreement and ending on the datethat is three (3) years subsequent thereto, provided that on the first and each subsequent annualanniversary date of this Agreement, and unless a party has given the other party written notice atleast sixty (60) days prior to such anniversary date that such party does not agree to renew thisAgreement, the term of this Agreement and the Employment Period shall be deemed renewed for a termending three (3) years subsequent to such anniversary date, unless sooner terminated in accordancewith one of the following provisions:     (a) The Officer’s employment under this Agreement may be terminated at any time during theEmployment Period for “Cause,” by action of the board of directors of the Bank. As used in thisAgreement, “Cause” means any of the following events:     (i) the Officer is convicted of or enters a plea of guilty or *nolo contendere*to a felony or acrime involving fraud or moral turpitude;     (ii) the Officer repeatedly fails to follow the lawful instructions of the Chief ExecutiveOfficer of the Bank;     (iii) the Officer violates the Bank’s Code of Conduct;     (iv) a government regulatory agency recommends that the Bank relieve the Officer of hisduties;     (v) the Officer willfully violates any material statute or regulation (other than trafficviolations or similar offenses), or any final cease and desist order applicable to Sovereign or theBank;     (vi) the Officer engages in an activity that results in a breach of fiduciary duty involvingreceipt of personal profit by the Officer at the expense of the Bank;
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     (vii) the Officer commits an act of willful misconduct, intentionally fails to perform statedlawful duties, or performs his duties under this Agreement in an incompetent manner; or     (viii) the Officer materially breaches any material provision of this Agreement.If the Officer’s employment is terminated under the provisions of this Section 3(a), then allrights of the Officer under Section 4 shall cease as of the effective date of such termination.     (b) The Officer’s employment under this Agreement may be terminated at anytime during the Employment Period without Cause, by action of the Chief ExecutiveOfficer of the Bank, upon giving written notice of such termination to the Officer at leastthirty (30) days prior to the date upon which such termination shall take effect. If theOfficer’s employment is terminated under the provisions of this Section 3(b), then theOfficer shall be entitled to receive the compensation and benefits set forth in Section 5.For purposes of this Section 3(b), (i) a material adverse change in the Officer’s duties orresponsibilities following a Change in Control of Sovereign, or (ii) a violation by theBank of the last sentence of Section 1 hereof shall be deemed to be a termination of theOfficer’s employment without Cause and the Officer shall be permitted to resign andreceive the compensation and benefits set forth in Section 5.     (c) If the Officer retires or dies, the Officer’s employment under this Agreementshall be deemed terminated as of the date of the Officer’s retirement or death, and allrights of the Officer under Section 4 shall cease and any other amounts or benefitspayable to the Officer shall be determined in accordance with the retirement andinsurance programs of the Bank then in effect. For purposes of this Agreement, the term“retirement” shall mean voluntary termination on or after age sixty-five (65).     (d) If the Officer is incapacitated by accident, sickness, or otherwise so as torender the Officer mentally or physically incapable of performing the services requiredunder this Agreement, notwithstanding reasonable accommodation, for a continuousperiod of six (6) months, then, upon the expiration of such period or at any time
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thereafter, by action of the Chief Executive Officer of the Bank, the Officer’s employment underthis Agreement may be terminated immediately. If the Officer’s employment is terminated under theprovisions of this Section 3(d), then all rights of the Officer under Section 4 shall cease as ofthe last business day of the week in which such termination occurs and any other amounts orbenefits payable to the Officer shall be determined in accordance with the retirement and insuranceprograms of the Bank then in effect.     (e) The Officer’s employment under this Agreement may be terminated by theOfficer at any time during the Employment Period for any or no reason, by giving writtennotice of such termination to the Chief Executive Officer of the Bank at least thirty (30)days prior to the date upon which such termination is to take effect. If the Officerterminates his employment under the provisions of this Section 3(e), then all rights of theOfficer under Section 4 hereof shall cease as of the effective date of such termination.     (f) Notwithstanding anything in this Section 3 to the contrary, no extension of theEmployment Period may occur unless such extension is formally approved by the Bank’sboard of directors in the manner required from time to time by the Office of ThriftSupervision.     4. Employment Period Compensation. The Officer shall be entitled to all benefitsoffered by the Bank to executives holding comparable positions to those of the Officer, including,but not limited to, the following:     (a) Salary. The Bank shall pay the Officer a salary, during the Employment Period, atan annualized rate of Three Hundred Seventy-Five Thousand Dollars ($375,000.00) per year, payablebi-weekly (or in such manner as other Bank officers are paid). Effective April 1, 2008, andannually thereafter, the Officer shall be considered for increases, but not decreases, based onexemplary performance since the last review of his salary level. Any increases in the Officer’ssalary shall be considered amendments to this Section 4(a) to reflect the increased amount,effective as of the date established for such increase.
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     (b) Bonus. The Bank shall pay the Officer bonuses, during the EmploymentPeriod, in such amounts and at such times as may be approved by the Board of Directorsof the Bank in its discretion. For the purpose of determining any annual bonus to whichthe Officer may become entitled under a bonus plan maintained from time to time forBank officers, the Officer shall be deemed to have a “target incentive amount” of$225,000.     (c) Other Benefits. The Officer shall be entitled to participate in the Bank’stax-qualified employee benefit plans and the Bank shall provide the Officer, during theEmployment Period, with insurance, vacation, pension, and other fringe benefits in theaggregate not less favorable than those received by other comparable officers of theBank.     (d) Grade Level. Until further increased by appropriate corporate action, theOfficer shall be considered to be within Salary Grade 21 for Human Resources andrelated purposes.     5. Rights in Event of Certain Termination of Employment Before Change in ControlAnnouncement.     (a) In the event that the Officer’s employment is terminated by the Bank without Cause duringthe Employment Period, before the occurrence of the announcement of a transaction involving anactual or potential Change in Control, the Officer shall be entitled to receive the amounts andbenefits set forth in this Section 5:     (i) annual salary otherwise accrued or payable through the date of termination of employment;and     (ii) the greater of (A) continued payments of base salary then in effect through the end ofthe Employment Period or a period of thirty-six (36) months, whichever is longer, or (B) a lump sumseverance payment equal to the severance payment due under Sovereign’s or the Bank’s Severance PayPlan applicable to the Officer at the time of termination; provided, in either case, that theOfficer executes Sovereign’s standard form of release and waiver.
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     (b) Any lump-sum payment required by Section 5(a) shall be paid in cash notlater than the thirtieth (30th) day following the date of termination ofemployment.     (c) The Officer shall not be required to mitigate the amount of any paymentprovided for in this section by seeking employment or otherwise nor shall the amount ofany payment provided for in this section be reduced or offset by the Officer’ssubsequent employment.     (d) The Officer agrees that the amounts set forth in this Section 5 constitute theOfficer’s sole and exclusive remedy, contractual or otherwise, in the event of atermination by the Bank of the Officer’s employment without Cause before theannouncement of a transaction involving an actual or potential Change in Control.     5A. Rights in Event of Certain Terminations of Employment on or After the Occurrence ofa Change in Control Announcement.     (a) Events Giving Right to Terminate for Good Reason. If a public announcementof a transaction involving an actual or potential Change in Control occurs, and concurrentlytherewith or during a period of eighteen (18) months thereafter, an event constituting GoodReason also occurs with respect to the Officer, he may terminate his employment inaccordance with the provisions of Section 5A(b) and, thereupon, will become entitled to thepayments and benefits described in Sections 5A(e) and 5A(f). As used in this Agreement, theterm “Good Reason” means any of the following events:     (i) the involuntary termination of the Officer’s employment, other than aninvoluntary termination permitted in Sections 3(a) and (d);     (ii) a reduction in the Officer’s base compensation below a level that was ineffect immediately prior to the public announcement;     (iii) the failure to provide the Officer with a total compensation package(salary, welfare and pension benefits, stock options and a bonus plan evaluated onthe basis of bonus potential) reasonably comparable to the compensation packageprovided to the Officer immediately prior to the public announcement;
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     (iv) the permanent reassignment of the Officer to a principal office which is morethan fifty (50) miles from his primary residence as of the date of the public announcement;and     (v) any material breach of this Agreement by the Officer’s employer at any relevanttime, coupled with the failure to cure the same within thirty (30) days after receipt ofwritten notice of such breach from the Officer.For purposes of interpreting Clause (v) above, an uncured change in reportingresponsibility, as then in effect under Section 2, shall be deemed a material breach ofthis Agreement.     (b)Notice of Termination. Upon the occurrence of an event of Good Reasonsubject to Section 5A(a), the Officer may, within ninety (90) days of the occurrence ofany such event, resign from employment by a notice in writing (“Notice of Termination”)delivered to Sovereign, whereupon he will become entitled to the payments and benefitsdescribed in Sections 5A(e) and 5A(f). In the case of a termination described inSection 5A(a)(i), the Officer shall confirm his involuntary termination, in writing, withinninety (90) days of the date of such termination, and such confirmation will be deemed aNotice of Termination.     (c) Change in Control Defined. As used in this Agreement, “Change in Control”means the first to occur of any of the following events:     (i) any “Person” (as such term is used in Sections 13(d) and 14(d) of the SecuritiesExchange Act of 1934, as amended), except for any of Sovereign’s employee benefit plans, orany entity holding Sovereign’s voting securities for, or pursuant to, the terms of any suchplan (or any trust forming a part thereof) (the “Benefit Plan(s)”), is or becomes thebeneficial owner, directly or indirectly, of Sovereign’s securities representing 19.9% ormore of the combined voting power of Sovereign’s then outstanding securities, other than:(A) pursuant to a transaction excepted in Clause (iii) or (iv); or (B) pursuant to a BuyerAcquisition Transaction (as defined in the Investment Agreement (the “InvestmentAgreement”),
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between Sovereign and Banco Santander Central Hispano, S.A., dated as of October 24, 2005, asamended as of November 22, 2005) effectuated in accordance with the terms of the InvestmentAgreement other than a Buyer Acquisition Transaction contemplated in Sections 8.06 through 8.08 and8.10 of the Investment Agreement;     (ii) there occurs a contested proxy solicitation of Sovereign’s shareholders that results inthe contesting party obtaining the ability to vote securities representing 19.9% or more of thecombined voting power of Sovereign’s then outstanding securities;     (iii) a binding-written agreement is executed (and, if legally required, approved bySovereign’s shareholders) providing for a sale, exchange, transfer or other disposition of all orsubstantially all of the assets of Sovereign or of the Bank to another entity, except to an entitycontrolled directly or indirectly by Sovereign;     (iv) the shareholders of Sovereign approve a merger, consolidation, or other reorganization ofSovereign, unless:     (A) under the terms of the agreement approved by Sovereign’sshareholders providing for such merger, consolidation or reorganization,the shareholders of Sovereign immediately before such merger,consolidation or reorganization, will own, directly or indirectlyimmediately following such merger, consolidation or reorganization, atleast 51% of the combined voting power of the outstanding votingsecurities of Sovereign resulting from such merger, consolidation orreorganization (the “Surviving Corporation”) in substantially the sameproportion as their ownership of the voting securities immediately beforesuch merger, consolidation or reorganization;     (B) under the terms of the agreement approved by Sovereign’sshareholders providing for such merger, consolidation or reorganization,the individuals who were members of the Board of Directors of Sovereignimmediately prior to the execution of such agreement will constitute at
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least 51% of the members of the board of directors of the Surviving Corporationafter such merger, consolidation or reorganization; and     (C) based on the terms of the agreement approved by Sovereign’s shareholdersproviding for such merger, consolidation or reorganization, no Person (other than (A)Sovereign or any Subsidiary of Sovereign, (B) any Benefit Plan, (C) the SurvivingCorporation or any Subsidiary of the Surviving Corporation, or (D) any Person who,immediately prior to such merger, consolidation or reorganization had beneficial ownershipof 19.9% or more of the then outstanding voting securities) will have beneficial ownershipof 19.9% or more of the combined voting power of the Surviving Corporation’s thenoutstanding voting securities;     (v) a plan of liquidation or dissolution of Sovereign, other than pursuant to bankruptcy orinsolvency laws, is adopted;     (vi) during any period of two consecutive years, individuals, who at the beginning of suchperiod, constituted the Board of Directors of Sovereign cease for any reason to constitute at leasta majority of the Board of Directors of Sovereign unless the election, or the nomination forelection by Sovereign’s shareholders, of each new director was approved by a vote of at leasttwo-thirds of the directors then still in office who were directors at the beginning of the period;or     (vii) the occurrence of a Triggering Event within the meaning of the Second Amended andRestated Rights Agreement, between Sovereign and Mellon Investor Services LLC, as rights agent,dated as of January 19, 2005, as amended on October 24, 2005, and as it may be further amended fromtime to time.     (viii) the occurrence of any other event which is irrevocably designated as a “change incontrol” for purposes of this Agreement by resolution adopted by a majority of the thennon-employee directors of Sovereign.
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Notwithstanding Clause (i), a Change in Control shall not be deemed to have occurred if aPerson becomes the beneficial owner, directly or indirectly, of Sovereign’s securitiesrepresenting 19.9% or more of the combined voting power of Sovereign’s then outstandingsecurities solely as a result of an acquisition by Sovereign of its voting securitieswhich, by reducing the number of shares outstanding, increases theproportionate number of shares beneficially owned by such Person to 19.9% or more of the combined voting power ofSovereign’s then outstanding securities; provided, however, that if a Person becomes abeneficial owner of 19.9% or more of the combined voting power of Sovereign’s thenoutstanding securities by reason of share purchases by Sovereign and shall, after suchshare purchases by Sovereign, become the beneficial owner, directly or indirectly, of anyadditional voting securities of Sovereign (other than as a result of a stock split, stockdividend or similar transaction), then a Change in Control of Sovereign shall be deemed tohave occurred with respect to such Person under Clause (a). In no event shall a Change inControl of Sovereign be deemed to occur under Clause (a) with respect to Benefit Plans.     (d) Termination of Proposed Change in Control Transaction. If, following apublic announcement described in Subsection (a), a proposed transaction is terminatedwithout completion, this Agreement shall thereafter be construed as though no suchannouncement had ever been made; provided, however, that the rights associated withany termination of employment or the giving of a Notice of Termination during theinterim period shall be determined without regard to this subsection.     (e) Rights Under This Section. In the event the Officer validly and timelydelivers a Notice of Termination to Sovereign, he will be entitled to receive the followingpayments and benefits:     (i) Basic Payments. The Officer will be paid an amount equal to three (3)times the sum of (A) the highest annualized base salary paid to him during the year oftermination or the immediately preceding two (2) calendar years, and (B) the highest bonuspaid to him with respect to one of the three (3) calendar
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years immediately preceding the year of termination. Such amount will be paid to the Officer inthirty-six (36) equal monthly installments (without interest), beginning thirty (30) days followingthe date of termination of employment. For purposes of this Paragraph (i), to the extent necessary,base salary and bonuses with any predecessor of Sovereign or an affiliate thereof shall be takeninto account.     (ii) Health and Medical Benefits. For a period of three (3) years from the day oftermination of employment, the Officer shall be provided, at no charge, with a continuation ofhealth and medical benefits substantially similar to the most favorable of such benefits providedto him at his employer’s cost during the two-year period immediately preceding such termination. Tothe extent such benefits cannot be provided under a plan because the Officer is no longer anemployee of the employer, a dollar amount equal to the after-tax cost (estimated in good faith bythe Bank) of obtaining such benefits, or substantially similar benefits, shall be paid to himperiodically, as appropriate.     (f) Legal Expenses. The Officer shall be paid all reasonable legal fees and expenses whenincurred by the Officer in seeking to obtain or enforce any right or benefit provided by thisSection 5A, provided he acts in good faith with respect to issues raised.     (g) No Mitigation or Offset. The provisions of Section 5(c) shall apply to payments madeand benefits provided under Section 5A.     (h) Exclusive Remedy. The Officer agrees that the payments made and benefits provided underSection 5A shall constitute the Officer’s sole and exclusive remedy, contractual or otherwise, inthe event of a termination for Good Reason under this section.     6. No Disclosure of Confidential Information. The Officer agrees that all customer lists,dealer lists, files and records now or hereafter used by the Bank are the property of the Bank andare its trade secrets. Accordingly, the Officer acknowledges that the Bank’s trade secrets as theymay exist from time to time and other confidential information concerning the Bank’s business,
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products, promotion, pricing techniques, business plans, customer lists and credit and financialdata concerning customers are valuable, special and unique assets of the Bank, access to andknowledge of which are essential to the performance of the Officer’s duties under this Agreement.The Officer further agrees that all knowledge and information described in the preceding sentencenot in the public domain and heretofore or in the future obtained by the Officer as a result ofemployment by the Bank shall be considered confidential information and shall not be disclosedwithout the Bank’s consent. The provisions of the preceding sentence shall apply during theOfficer’s employment and following the termination thereof for any reason. The provisions of thissection may be enforced in the same manner as described in Section 19. Nothing contained hereinshall be deemed to preclude the Officer from responding to requests for information or inquiriesfrom the Office of Thrift Supervision or the Federal Deposit Insurance Corporation.     6A. Covenant Not to Compete, Non-Solicitation of Customers and Employees — In General. Ifthe Officer voluntarily leaves employment hereunder during the term of this Agreement, but beforethe announcement of a transaction involving an actual or potential Change in Control, or in theevent of his termination under circumstances not qualifying for payments and benefits under Section5A, he agrees that, for a period of twelve (12) months following the date of the termination of hisemployment, he shall not workdirectly or indirectly for or on behalf of another bank that offers products or services similar orequivalent to those offered by the Bank within fifty (50) miles of any county in which Sovereign orits affiliates, including the Bank, are conducting such business at the date of termination of hisemployment. Nor during such period shall the Officer solicit customers or employees of Sovereign orany of its affiliates, including the Bank, to cease doing business, in whole or in part, or ceaseemployment with Sovereign or any of its affiliates, including the Bank. To the extent therestrictions in this Section 6A are legally held to be unreasonable, they shall not be void, butshall be modified to the extent necessary to make such restrictions reasonable. The provisions ofthis section may be enforced in the same manner as described in Section 19.     7. Notwithstanding anything contained herein to the contrary, if the Officer is suspended and/ortemporarily prohibited from participating in the conduct of the Bank’s affairs by a notice servedunder Section 8(c)(3) or (g)(1) of the Federal Deposit Insurance Act (the “FDIA”), the Bank’sobligations hereunder shall be suspended as of the date of service unless stayed by appropriatejudicial proceedings; provided, however, that, if the charges are dismissed, the Bank
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shall (i) pay the Officer all of the compensation withheld during such suspension and (ii)reinstate all of its obligations hereunder which were suspended.     8. Notwithstanding anything contained herein to the contrary, if the Officer is removed orpermanently prohibited from participating in the Bank’s affairs by an order issued under Section8(a)(4) or (g)(1) of the FDIA, all obligations of the Bank hereunder shall terminate as of theeffective date of such order; provided, however, that any rights of the Officer that have alreadyvested shall not be affected by such action.     9. (a) Ifthe Bank is in default (as defined in Section 3(x)(1) of the FDIA), all obligationsunder this Agreement shall terminate as of the date of default, but this Section 9(a) shall notaffect any vested rights of the Officer.        (b) All obligations under this Agreement shall terminate, except to the extent determined thatcontinuation of the Agreement is necessary for the continued operation of the Bank (i) by theDirector (the “Director”) of the Office of Thrift Supervision, or his or her designee, at the timethe FDIC enters into an agreement to provide assistance to or on behalf of the Bank under theauthority contained in Section 13(c) of the FDIA or (ii) by the Director, or his or her designee,at the time the Director, or his or her designee, approves a supervisory merger to resolve problemsrelated to operation of the Bank or when the Bank is determined by the Director to be in an unsafeor unsound condition; provided, however, that any rights of the Officer that have already vestedshall not be affected by such action.     10. All payments made to the Officer pursuant to this Employment Agreement or otherwise, aresubject to and conditioned upon their compliance with 12 U.S.C. § 1828(k) and any regulationspromulgated thereunder. Notwithstanding the preceding sentence, but only to the extent permittedunder 12 U.S.C. §1828(k), in the event that the amounts and benefit payable under this Agreement,when added to other amounts and benefits which may become payable to the Officer by the Bank andrelevant affiliates of the Bank, are such that the Officer becomes subject to the excise taxprovisions of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the Bankshall pay him such additional amount or amounts as will result in his retention (after the paymentof all federal, state and local excise, employment and income taxes on the amount of suchpayments and the value of such benefits) of a net amount equal to the net amount he would haveretained had the initially calculated payments and benefits been
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subject only to potential income and employment taxation. For purposes of the preceding sentence,the Officer shall be deemed to be subject to the highest marginal federal, relevant state andrelevant local tax rates. All calculations required to be made under this section shall be made byindependent accountants of the Bank’s choice, subject to the right of the Officer’s representativeto review the same. All such amounts required to be paid shall be paid at the time any withholdingmay be required, but in no event later than the time required by regulations promulgated under CodeSection 409A. In the event any amount paid hereunder is subsequently determined to be in errorbecause estimates were required or otherwise, the parties agree to reimburse each other to correctsuch error, as appropriate, and to pay interest thereon at the applicable federal rate (asdetermined under Code Section 1274 for the period of time such erroneous amount remainedoutstanding and unreimbursed). The parties recognize that the actual implementation of theprovisions of this section are complex and agree to deal with each other in good faith to resolveany questions or disagreements arising hereunder.     In the event the Bank’s regulator declines to permit the payment of the tax gross-up amountsdescribed above, the payments and benefits provided to the Officer under this Agreement shall belimited to the amount permitted by Code Section 280G (or, if less, 12 U.S.C. § 1828(k)). The timingof any payments and the provision of any benefits (and the manner of their provision), in suchcase, shall be consistent with a good faith interpretation of Code Section 409A.     11. Notices. Any notice required or permitted to be given under this Agreement shall bedeemed properly given if in writing and if mailed by registered or certified mail, postage prepaidwith return receipt requested, to the residence of the Officer, in the case of notices to theOfficer, and to the principal office of the Bank, in the case of notices to the Bank.     12. Waiver. No provisions of this Agreement may be modified, waived, or discharged unlesssuch waiver, modification, or discharge is agreed to in writing and signed by the Officer and anexecutive officer of the Bank specifically designated by the Board of Directors of the Bank. Nowaiver by any party hereto at any time of any breach by any other party hereto of, or Compliancewith, any condition or provision of this Agreement to be performed by such other
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party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or atany prior or subsequent time.     13. Assignment. This Agreement shall not be assignable by either party hereto, except bythe Bank to any successor in interest to the business of the Bank, provided that the Bank (if itremains a separate entity) shall remain fully liable under this Agreement for all obligations,payments and otherwise.     14. Entire Agreement; Other Arrangements Superseded. This Agreement contains the entireagreement of the parties relating to the subject matter of this Agreement and supersedes any prioragreement of the parties to which the Officer is a party.     15. Validity. The invalidity or unenforceability of any provision of this Agreement shallnot affect the validity or enforceability of any other provision of this Agreement, which shallremain in full force and effect.     16. Applicable Law. This Agreement shall be governed by and construed in accordancewith the domestic laws of the Commonwealth of Massachusetts without regard to its conflicts of lawsprinciples, unless and to the extent preempted by the laws of the United States of America.     17. Headings. The headings of the sections of this Agreement are for convenience only andshall not control or affect the meaning or construction or limit the scope or intent of any of theprovisions of this Agreement.     18. Other Rights. Except as otherwise provided herein, nothing herein shall be construedas limiting, restricting or eliminating any rights the Officer may have under any plan, contract orarrangement to which he is a party or in which he is a vested participant; provided, however, thatno severance benefits shall be paid to him under any severance benefit plan of Sovereign or theBank unless they become payable under Section 5(a)(ii).     19. Nonsolicitation of Employees and Customers — Section 5A Applicable. In the event theOfficer becomes entitled to benefits under Section 5A, rather than Section 5, he shall refrainfrom directly or indirectly soliciting, for employment or business relationship purposes, employeesand customers of Sovereign, the Bank or any affiliate of either as of the date of his
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termination of employment. In the event of a breach of this section, the Officer’s right topayments and benefits under Section 5A shall immediately terminate. The Bank shall be entitled torecover any payments or benefits made following commencement of the prohibited conduct, but beforediscovery of the same, and may commence an action in any court of competent jurisdiction for suchadditional legal and equitable relief as it may deem necessary or appropriate to recover damagesincurred by reason of such conduct and to precluded continued violation of this section.     20. CertainCode Section 409A Matters. Notwithstanding anything in this Agreement to thecontrary, if, at the time of the Officer’s termination of employment with the Bank, he is a“specified employee” within the meaning of such term under Code Section 409A and the deferral ofthe commencement of the payment or provision of any amounts or benefits to be paid or provided tohim is required, then the Bank will defer the commencement of the payment or provision of suchamounts or benefits hereunder (without any reduction in such payments or benefits ultimately paidor provided to the Officer and without the payment of any interest on the required deferrals) untilthe date that is six (6) months following the Officer’s termination of employment (or the earliestdate that is permitted by Code Section 409A under the circumstances).     The Officer acknowledges that final regulations under Code Section 409A have been promulgated andthat the terms of the Amended Employment Agreement, as further amended by this Amendment #2, may berequired to be amended, on or before December 31, 2007, to comply therewith. Accordingly, theOfficer agrees to reasonably cooperate with the Bank in connection with any amendment required bysuch Code section
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     IN WITNESS WHEREOF, the parties have executed this Agreement, or caused it to be executed, as ofthe date first above written.           SOVEREIGN BANK           By /s/ SALVATORE RINALDI         (SEAL)          Attest:                                  /s/ Salvatore J. Rinaldi (SEAL)                     Salvatore J. Rinaldi       Agreed to the 7th day of August, 2007.     SOVEREIGN BANCORP, INC.     By /s/ Thomas J. McAuliffe     Dir. of Human Resources  
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