Exhibit 10.43
 
  
 Agreement
and General Release
    (i)
    
    $8,137,695 which represents an amount approximately equal to
the change in control or termination benefits set forth in your prior
employment agreement and/or change in control agreement with Sovereign (less
applicable deductions and withholdings). Sovereign will provide this payment
to you notwithstanding that you have chosen not to resign for Good Reason.
Sovereign shall make such payment no later than five (5) business days after
the expiration of the revocation period described below (provided that you
have signed and returned this Agreement and Release and have returned the
attached letter confirming that you have not revoked this Agreement and
Release); and(ii)
    
    an employment agreement as attached hereto as Exhibit A.




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provided, however,
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[THIS SPACE INTENTIONALLY LEFT BLANK]
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ACKNOWLEDGEMENT
    12th
 /s/ Kirk WaltersKirk WaltersSTATE OF MASSACHUSETTS     ):
    
    ss.:COUNTY OF SUFFOLK                 )
 13th
 /s/ Brenda L . PageNotary Public
 
 YOU MUST RETURN THE ENTIRE AGREEMENT AND GENERAL RELEASE
(INCLUDING THE ACKNOWLEDGMENT PAGE).
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EXHIBIT A
  
   Title/Function:
    
    Chief Financial Officer & Non Core Assets, reporting directly to
the Chief Executive Officer. Notwithstanding the foregoing, during
your employment with Sovereign, Sovereign reserves the right, in its
sole discretion, to modify your title, function, responsibilities
and reporting relationships. You agree to use your best efforts,
skill and ability to perform your duties and responsibilities, and
to devote all of your business time and energy to the performance of
your duties and responsibilities hereunder.Work Location:
    
    Your initial work location will be at the offices of Sovereign
located in Boston, Massachusetts. You will be required, however, to
travel to other locations based on business necessity.Compensation:
    
    For calendar year 2009 (2009), your salary will be paid at the
rate of $600,000 per annum (less applicable deductions and
withholdings), payable in accordance with Sovereigns regular
payroll practices.In addition, for 2009, you will be eligible to receive a
discretionary bonus, payable in accordance with Sovereign policy with
respect to the payment of bonuses (as amended from time to time). The
amount of the discretionary bonus, if any, will be determined by
Sovereign in its sole discretion based on, among other things, your
performance and the performance of Sovereign. Your discretionary
bonus for 2009 will be in a target amount of $650,000




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(Discretionary Target Bonus). Notwithstanding the foregoing, all
bonus payments for 2009, if any, will be made no later than March
15, 2010. In order to receive the Discretionary Target Bonus, if
any, you must be in an active working status at the time of bonus
payment (except as otherwise set forth below in the Termination
Other Than for Cause paragraph).Subsequent to 2009, if you are still employed by Sovereign and in
active working status at the time of bonus payments for 2010 or
subsequent years, Sovereign, in its sole discretion, may (but is not
obligated to) pay a discretionary bonus to you for 2010 or
subsequent years. The amount of any discretionary bonus, if any, may
vary from year to year. Discretionary bonuses payable after 2009, if
any, and will be payable in accordance with Sovereign policy with
respect to the payment of bonuses, as amended from time to time.If Sovereigns parent company establishes or maintains a long-term
incentive plan to which executives of Sovereign are eligible to
participate, you will be recommended for approval to participate in
such plan, if any, in accordance with the terms and conditions of
any such plan.For purposes of this letter, active working status means that you
have not resigned (or given notice of your intention to resign) and
have not been terminated (or been given notice of your termination).Expenses:
    
    Sovereign will reimburse you for all reasonable business expenses
actually incurred by you in connection with the performance of your
duties hereunder, in accordance with policies established by
Sovereign from time to time and subject to receipt by Sovereign of
appropriate documentation.Compliance WithPolicies And Procedures:
    
    You agree to continue to be bound by and to comply fully with all
policies and procedures for employees, including but not limited to,
all terms and conditions set forth in any employee handbook,
compliance manual and any other memoranda and communications
pertaining to policies, procedures, rules and regulations, as
currently in effect and as may be amended or established from time
to time. These policies and procedures include, among other things
and without limitation, your obligations to comply with Sovereigns
rules regarding confidential and proprietary information, trade
secrets and intellectual property. Failure to comply with all such
policies and
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procedures shall be grounds for disciplinary action by Sovereign,
up to and including termination.Termination Other Thanfor Cause:
    
    If your employment is terminated by Sovereign other than for
cause prior to the date that Sovereign makes its regular payment of
2009 bonuses to its employees, you will receive (less applicable
deductions and withholdings): (i) any salary that has been earned
but unpaid up to the date of your termination; and (ii) a pro-rated
portion of the Discretionary Target Bonus amount of $650,000, based
on the number of full months that you worked for Sovereign in 2009,
which will be payable in accordance with Sovereign policy with
respect to the payment of bonuses. You will not receive any
additional payments other than those set forth above in this
paragraph (whether a discretionary or guaranteed bonus, any
additional salary, severance, or otherwise) whatsoever.Notwithstanding the foregoing, if your employment is terminated by
Sovereign other than for cause at any time, you will receive
continued coverage under Sovereigns group health insurance plan
(without charging you premium co-payments) for three (3) years
following the last day of your employment. Notwithstanding the
foregoing, nothing in this paragraph is intended to alter the at
will status of your employment or extend the term of this agreement.Resignation/Terminationfor Cause:
    
    In the event that you resign or your employment is terminated by
Sovereign for cause, you will not be entitled to any bonus
(discretionary, guaranteed or otherwise), any severance or any
termination payments referred to in the above paragraph (other than
any Discretionary Target Bonus already paid to you as of the date of
your resignation or termination), except that you will be entitled
to salary earned prior to your resignation or termination.Notwithstanding the foregoing, in the event that you resign,
Sovereign will provide you with continued coverage under Sovereigns
group health insurance plan (without charging you premium
co-payments) for three (3) years following the last day of your
employment. If you are terminated for cause, however, you will not
receive such continued coverage. Notwithstanding the foregoing,
nothing in this paragraph is intended to alter the at will status of
your employment or extend the term of this agreement.For purposes hereof, cause shall mean that: (i) you committed an
act constituting a misdemeanor involving moral turpitude, fraud or
misrepresentation or a felony under the laws of the United States or
any state or political subdivision thereof; (ii) you violated laws,
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rules or regulations applicable to banks, investment banks,
broker-dealers, investment advisors or the banking, commodities,
futures or securities industries generally; (iii) you committed an
act constituting a breach of fiduciary duty, gross negligence or
willful misconduct; (iv) you engaged in conduct that violated
Sovereigns internal policies or procedures and which is detrimental
to the business, reputation, character or standing of Sovereign or
any of its related entities; (v) you committed an act of fraud,
dishonesty or misrepresentation that is detrimental to the business,
reputation, character or standing of Sovereign or any of its related
entities; (vi) you engaged in a conflict of interest or
self-dealing; or (vii) after notice by Sovereign and a reasonable
opportunity to cure, you materially breached your obligations as set
forth in this agreement or you failed to perform your duties as an
employee of Sovereign.Confidential Information:
    
    In addition to any other applicable policies regarding Sovereigns
confidential or proprietary information, you agree that during and
at any time after your employment with Sovereign, you will keep in
confidence and will not, except as specifically authorized in
writing by Sovereign or as otherwise required by law, disclose to
any third party or use for the benefit of any third party or
yourself any confidential or proprietary information about Sovereign
(or its related entities) which you acquired, developed or created
by reason of your employment, except for information that is or
becomes public other than through your breach of this paragraph.You agree not to disclose the terms of this agreement to anyone
except your immediate family and your tax advisors or legal counsel,
except as otherwise required by law. You further agree to instruct
your immediate family and any tax advisors or legal counsel not to
disclose this agreement, except as otherwise required by law.You further agree to deliver promptly to Sovereign upon the
termination of your employment for any reason or at any other time
upon the request of Sovereign all documents, materials and computer
media in any form (and all copies thereof) and all other property of
Sovereign (or its related entities).Notice Period:
    
    In the event that you resign from Sovereign, you agree to provide
Sovereign with 30 days notice of your resignation. Sovereign reserves
the right, in its sole discretion, to designate this period as either
a paid working or non-working notice period, or to reduce or waive
the notice period, in whole or in part.
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Restrictive Covenants:
    
    In consideration of your continued employment, you agree that
beginning on the date that you execute this agreement and continuing
through 12 months after the last date of your employment, you will
not directly or indirectly solicit or induce, or cause others to
solicit or induce, any person who is employed or engaged by
Sovereign (or its related entities) (or any person who was employed
or engaged by Sovereign or its related entities within the last 12
months of your employment) to terminate his or her employment or
engagement with Sovereign (or its related entities) or to accept
employment with anyone or any entity other than Sovereign (or its
related entities). This restrictive covenant will apply in full
force and effect even in the event that you resign from or are
terminated, with or without cause as defined above, by Sovereign.Benefits:
    
    You will continue to be eligible to participate in Sovereigns
benefits plans (e.g., health, dental, life and disability) and like
benefits (e.g., parking, car allowance, club dues) in which you are
currently participating and/or in which other senior management of
Sovereign generally are eligible to participate from time to time,
subject to their exclusions and limitations, as such plans and
benefits may be amended, terminated or replaced by Sovereign from
time to time in its sole discretion (provided that Sovereign will
provide prior notice where required by the applicable plan
documents).Temporary Housing:
    
    Sovereign will pay for the cost of temporary housing in the Greater
Boston Metropolitan Area for you in a two-bedroom furnished apartment
at Devonshire (or comparable arrangement) up to the later of (i)
December 31, 2010 or (ii) the date that you relocate your family to a
residence in Boston, provided that you remain an active employee of
Sovereign. If you choose to relocate your family permanently to
Boston, you will be eligible for relocation assistance in accordance
with Sovereigns policies (except that any condition in such policies
that you must relocate within 12 months of hire will not apply).
Sovereign will provide you with tax assistance (within the meaning
of Sovereigns Executive Relocation Policy) with respect to relocation
benefits that constitute taxable income and are eligible for such tax
assistance as provided for in its relocation policies for so long as
Sovereign is providing you such temporary housing. In addition,
regardless of whether you relocate, Sovereign will provide to you a
one-time Miscellaneous Expense Allowance in accordance with
Sovereigns relocation policies (except that any condition in such
policies that you must relocate within 12 months of hire will not
apply), which will be payable prior to December 31, 2009.
Notwithstanding the foregoing, nothing in this paragraph is
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intended to alter the at will status of your employment or extend
the term of this agreement.No Mitigation:
    
    You shall not be required to seek other employment or to reduce
any benefit payable to you hereunder, and no benefit shall be
reduced by any compensation received by you from other employment.Modification:
    
    This agreement contains the entire understanding of the parties
regarding the subject matter hereof and no terms may be modified
except by a document signed by the parties and referring explicitly
hereto. You acknowledge that you have not relied on any oral or
written representations or understandings not explicitly contained
herein in executing this agreement.Governing Law:
    
    This agreement will be governed by and construed in accordance
with the laws of the State of Massachusetts (without regard to its
conflicts of law principles). If any portion of this agreement is
found to be unenforceable but such portion would be enforceable if
some part thereof were deleted or modified, then such portion will
apply with such deletion or modification as is necessary to make it
enforceable to the fullest extent permitted by law. If any such
portion cannot be modified to be enforceable, such portion will be
deemed severed from this agreement and will not affect the validity
or enforceability of the remainder of this agreement.
    
 Accepted:
    
    /s/ Kirk Walters

 Kirk Walters
    
    
    
    Date:
    
    2/12/09
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