**Exhibit 10.20****CHANGE IN CONTROL AGREEMENT**     THIS AGREEMENT (“Agreement”) made as of the 1st day of January, 2001, by and among **SovereignBancorp, Inc.**, a Pennsylvania business corporation (“Sovereign”), **Sovereign Bank**, a federal savingsbank (the “Bank”), and **Robert Rose**an individual (the “Executive”).WITNESSETH:     WHEREAS, the Executive has been identified as a key contributor to the Bank; and     WHEREAS, Sovereign and the Bank consider the continued services of the Executive to be in thebest interest of Sovereign, the Bank, their affiliated companies and the shareholders of Sovereign;and     WHEREAS, Sovereign and the Bank desire to induce the Executive to remain in the employ ofhis/her then employer (whether it be Sovereign or any company affiliated with Sovereign (the“Employer”)) on an impartial and objective basis in the event of a proposed transaction pursuant towhich a Change in Control (as defined in Section 2(c)) will occur, if completed.     NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree as follows:     1. Term of Agreement and Related Matters.          (a) In General. Except as otherwise provided herein, the term of this Agreement willbe for a period commencing on the date of this Agreement and ending on December 31, 2003; provided,however, that this Agreement will automatically be renewed on January 1, 2002 for the three-yearperiod commencing on such date and ending on December 31, 2004, unless either the Executive orhis/her Employer gives written notice of nonrenewal to the other on or before November 1, 2001 (inwhich case this Agreement will continue in effect through December 31, 2003); and provided further,that if this Agreement is renewed on January 1, 2002, it will automatically be renewed on January 1of each subsequent year (the “Annual Renewal Date”) for a period ending three years from eachAnnual Renewal Date unless either the Executive or his/her Employer gives written notice to theother at least 60 days prior to an Annual Renewal Date (in which case this Agreement will continuein effect for a term ending two years from the Annual Renewal Date immediately following suchnotice).          (b) Termination for Cause. Notwithstanding the provisions of Section 1(a), thisAgreement will terminate automatically upon Termination for Cause of the Executive’s employment byhis/her Employer. As used in this Agreement, the term “Termination for Cause” means:               (i) prior to the public announcement of a transaction involving an actual or potential Changein Control, termination for any reason; and
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               (ii) concurrent with or following the public announcement of a transaction involving an actualor potential Change in Control, termination following (A) except if attributable to physical ormental illness or injury, the documented repeated and willful failure of the Executive to performhis/her duties, but only after written demand, and, if the termination is before the actualoccurrence of a Change in Control, only after a vote of at least two-thirds of Sovereign’sdirectors, (B) the commission of any act of dishonesty against Sovereign or any company affiliatedwith Sovereign, or an employee or customer of Sovereign or any such affiliate, (C) an intentionalmaterial violation by the Executive of any applicable code of conduct or similar policy applicableto executives of the Executive’s Employer, (D) the conviction of the Executive of a felony or crimeof moral turpitude, (E) an order from the Office of Thrift Supervision or other regulatoreffectively requiring the Executive’s discharge, or (F) the Executive’s refusal to accept aReasonable Job Offer (as defined in Section 1(e)).If, following a public announcement described in Clause (i), a proposed transaction is terminatedwithout completion, this Agreement shall thereafter be construed as though no such announcement hadever been made; provided, however, that the rights associated with any termination of employmentduring the interim period shall be determined by reference to Clause (ii).Notwithstanding the preceding provisions of this subsection, prior to the public announcement of atransaction involving an actual or potential Change in Control, a transfer of the Executive to anew Employer which is Sovereign, the Bank or an affiliate of either shall not be deemed aTermination for Cause and this Agreement shall continue in force.If the Executive’s employment is terminated for cause, his/her rights under this Agreement willcease as of the effective date of such termination.          (c) Voluntary Termination, Retirement, or Death. Notwithstanding the provisions ofSection 1(a), this Agreement will terminate automatically upon the voluntary termination of theExecutive’s employment (other than in accordance with Section 2), his/her retirement on or afterage 65 or his/her death. In any such event, the Executive’s rights under this Agreement will ceaseas of the effective date of such termination; provided, however, that if the Executive dies after aNotice of Termination (as defined in Section 2(b)) is delivered by him/her in accordance with suchsection, the payments described in Section 3 will nonetheless be made to the person or personsdetermined pursuant to Section 9(b).          (d) Disability. Notwithstanding the provisions of Section 1(a), this Agreement willterminate automatically upon the termination of the Executive’s employment by reason of his/herDisability. In such event, the Executive’s rights under this Agreement will cease as of theeffective date of such termination; provided, however, that if the Executive becomes disabled aftera Notice of Termination is delivered by him/her in accordance with Section 2(b), he/she willnonetheless be entitled to receive the payments described in Section 3. As used in this Agreement,the term “Disability” means incapacitation, by accident, sickness or otherwise, such that theExecutive is rendered unable to perform the essential duties required of him/her by his/her thenposition with the Employer, notwithstanding reasonable accommodation, for a period of sixconsecutive months.
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          (e) Reasonable Job Offer Defined. For purposes of this Agreement, the term“Reasonable Job Offer” means a good faith offer of employment made or directly facilitated bySovereign, the Bank, an affiliate of either, an entity proposing to acquire the business ofSovereign or the Bank, or an affiliate of such entity, which offer (i) would not give the Executivethe right to terminate employment for Good Reason under Section 2(a)(ii), (iii) or (iv), and (ii)does not require an employment background and skill set materially different than required forhis/her then position.     2. Termination Following a Change in Control.          (a) Events Giving Right To Terminate For Good Reason. If a public announcement of atransaction involving an actual or potential Change in Control occurs and, concurrently therewithor during a period of 18 months thereafter, an event constituting Good Reason also occurs withrespect to the Executive, he/she may terminate his/her employment in accordance with the provisionsof Section 2(b) and, thereupon, will become entitled to the payments described in Section 3. Asused in this Agreement, the term “Good Reason” means any of the following events:               (i) the involuntary termination of the Executive’s employment, other than an involuntarytermination permitted in Sections 1(b) and (d);               (ii) a reduction in the Executive’s base compensation below a level that was in effectimmediately prior to the public announcement;               (iii) the failure to provide the Executive with a total compensation package (salary, welfareand pension benefits, stock options and a bonus plan evaluated on the basis of bonus potential)reasonably comparable to the compensation package provided to the Executive immediately prior tothe public announcement;               (iv) the permanent reassignment of the Executive to a principal office which is more than 60miles from his/her primary residence as of the date of the public announcement; and               (v) any material breach of this Agreement by the Executive’s Employer at the relevant time,coupled with the failure to cure the same within 30 days after receipt of written notice of suchbreach from the Executive.          (b) Notice of Termination. Upon the occurrence of an event of Good Reason subject toSection 2(a), the Executive may, within 90 days of the occurrence of any such event, resign fromemployment by a notice in writing (“Notice of Termination”) delivered to Sovereign, whereuponhe/she will become entitled to the payments and benefits described in Section 3. In the case of atermination described in Clause (i) of Section 2(a), the Executive shall confirm his/herinvoluntary termination, in writing, within 90 days of the date of such termination, and suchconfirmation will be deemed a Notice of Termination.          (c) Change in Control Defined. As used in this Agreement, the term “Change inControl” means any of the following:
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               (i) any “person” (as such term is used in Sections 13(d) and 14(d)(2) of the SecuritiesExchange Act of 1934 (the “Exchange Act”)), other than Sovereign, a subsidiary of Sovereign, or anemployee benefit plan of Sovereign or a subsidiary of Sovereign (including a related trust),becomes the beneficial owner (as determined pursuant to Rule 13d-3 under the Exchange Act),directly or indirectly of securities of Sovereign representing more than 19.9% of (A) the combinedvoting power of Sovereign’s then outstanding stock and securities or (B) the aggregate number ofshares of Sovereign’s then outstanding common stock;               (ii) the occurrence of a sale of all or substantially all of the assets of Sovereign or theBank to an entity which is not a direct or indirect subsidiary of Sovereign;               (iii) the occurrence of a reorganization, merger, consolidation or similar transactioninvolving Sovereign, unless (A) the shareholders of Sovereign immediately prior to the consummationof any such transaction initially thereafter own securities representing a majority of the votingpower of the surviving or resulting corporation, and (B) the directors of Sovereign immediatelyprior to the consummation of such transaction initially thereafter represent a majority of thedirectors of the surviving or resulting corporation;               (iv) a plan of liquidation or dissolution, other than pursuant to bankruptcy or insolvency, isadopted for Sovereign or the Bank;               (v) during any period of two consecutive years, individuals who, at the beginning of suchperiod, constituted the Board of Directors of Sovereign cease to constitute the majority of suchBoard (unless the election of each new director was expressly or by implication approved by amajority of the Board members who were still in office and who were directors at the beginning ofsuch period); and               (vi) 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.     Notwithstanding the foregoing, a Change in Control will not be deemed to have occurred if aperson becomes the beneficial owner, directly or indirectly, of stock and securities representingmore than 19.9% of the combined voting power of Sovereign’s then outstanding stock and securitiesor the aggregate number of shares of Sovereign’s then outstanding common stock solely as a resultof an acquisition by Sovereign of its stock or securities which, by reducing the number ofsecurities or stock outstanding, increases the proportionate number of securities or stockbeneficially owned by such person; provided, however, that if a person becomes the beneficial ownerof more than 19.9% of the combined voting power of stock and securities or the aggregate number ofshares of common stock by reason of such acquisition and thereafter becomes the beneficial owner,directly or indirectly of any additional voting stock or securities or common stock (other than byreason of a stock split, stock dividend or similar transaction), then a Change in Control willthereupon be deemed to have occurred.          (d) Termination of Proposed Change in Control Transaction. If, following a publicannouncement described in Subsection (a), a proposed transaction is terminated without completion,this Agreement shall thereafter be construed as though no such announcement had
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ever been made; provided, however, that the rights associated with any termination ofemployment or the giving of a Notice of Termination during the interim period shall be determinedwithout regard to this subsection.     3. Rights in the Event of Certain Terminations Following Change in Control. In theevent the Executive validly and timely delivers a Notice of Termination to Sovereign, he/she willbe entitled to receive the following payments and benefits:          (a) Basic Payments. The Executive will be paid an amount equal to two times the sumof (i) the highest annualized base salary paid to him/her during the year of termination or theimmediately preceding two calendar years, and (ii) the highest bonus paid to him/her with respectto one of the three calendar years immediately preceding the year of termination. Such amount willbe paid to the Executive in 24 equal monthly installments (without interest), beginning 30 daysfollowing the date of termination of employment. For purposes of this subsection, to the extentnecessary, base salary and bonuses with any predecessor of Sovereign or an affiliate thereof shallbe taken into account.          (b) Health and Medical Benefits. For a period of two years from the date oftermination of employment, the Executive shall be provided, at no charge, with a continuation ofhealth and medical benefits substantially similar to the most favorable of such benefits providedto him/her at his/her Employer’s cost during the two-year period immediately preceding suchtermination. To the extent such benefits cannot be provided under a plan because the Executive isno longer an employee of the Employer, a dollar amount equal to the after-tax cost (estimated ingood faith by Sovereign) of obtaining such benefits, or substantially similar benefits, shall bepaid to him/her periodically, as appropriate.          (c) Excise Tax Matters. Notwithstanding anything in this section or elsewhere in thisAgreement to the contrary, in the event the payments and benefits payable hereunder to or on behalfof the Executive, when added to all other amounts and benefits payable to or on behalf of theExecutive, would result in the imposition of an excise tax under Section 4999 of the InternalRevenue Code of 1986, as amended, the amounts and benefits payable hereunder shall be reduced tosuch extent as may be necessary to avoid such imposition. The Executive shall have the right,within 30 days of receipt of written notice from Sovereign, to specify which amounts and benefitsshall be reduced to satisfy the requirements of this subsection. All calculations required to bemade under this subsection will be made by Sovereign’s independent public accountants, subject tothe right of Executive’s representative to review the same. The parties recognize that the actualimplementation of the provisions of this subsection are complex and agree to deal with each otherin good faith to resolve any questions or disagreements arising hereunder.          (d) Primary Obligor. The obligation to make payments and provide benefits under thissection shall primarily be those of the executive’s Employer as of the date of his/her terminationof employment. In the event the Employer is not Sovereign or the Bank, Sovereign will cause suchEmployer to make required payments and provide required benefits. To the extent Sovereign fails oris unable to do so, it shall make such payments and provide such benefits.
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     4. Legal Expenses. Sovereign will pay (or cause to be paid) to the Executive allreasonable legal fees and expenses when incurred by the Executive in seeking to obtain or enforceany right or benefit provided by this Agreement, provided he/she acts in good faith with respect toissues raised.     5. Notices. Any notice required or permitted to be given under this Agreement will,to be effective hereunder, be given to Sovereign, in the case of notices given by the Executive,and will, to be effective hereunder, be given by Sovereign, in the case of notices given to theExecutive. Any such notice will be deemed properly given if in writing and if mailed by registeredor certified mail, postage prepaid with return receipt requested, to the last known residenceaddress of the Executive, in the case of notices to the Executive, and to the principal office ofSovereign, in the case of notices to Sovereign.     6. Waiver. No provision of this Agreement may be modified, waived, or dischargedunless such waiver, modification, or discharge is agreed to in writing and signed by the Executiveand an executive officer of Sovereign designated for such purpose by the Board of Directors ofSovereign. No waiver by any party hereto at any time of any breach by another party hereto of, orcompliance with, any condition or provision of this Agreement to be performed by such other partywill be deemed a waiver of similar or dissimilar provisions or conditions at the same or at anyprior or subsequent time.     7. Assignment. This Agreement is not assignable by any party hereto, except bySovereign and the Bank to any successor in interest to the respective businesses of Sovereign andthe Bank.     8. Entire Agreement. This Agreement contains the entire agreement of the partiesrelating to the subject matter hereof and, in accordance with the provisions of Section 18,supersedes any prior agreement of the parties.     9. Successors; Binding Effect.          (a) Successors. Sovereign will require any successor (whether direct or indirect, bypurchase, merger, consolidation, or otherwise) to all or substantially all of the business and/orassets of Sovereign and/or the Bank to expressly assume and agree to perform this Agreement (orcause it to be performed) in the same manner and to the same extent that Sovereign, the Bank or anyaffiliated company of either would be required to perform it if no such succession had taken place.Failure by Sovereign to obtain such assumption and agreement prior to the effectiveness of anysuch succession shall constitute a material breach of this Agreement. As used in this Agreement,“Sovereign” and the “Bank” means Sovereign and the Bank as hereinbefore defined and any successorto the business and/or assets of Sovereign and/or the Bank as aforesaid which assumes and agrees toperform this Agreement by operation of law, or otherwise.          (b) Binding Effect. This Agreement shall inure to the benefit of and be enforceableby the Executive’s personal or legal representatives, executors, administrators, heirs,distributees, devisees, and legatees. If the Executive should die while any amount is payable tothe Executive under this Agreement if the Executive had continued to live, all such amounts,
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unless otherwise provided herein, will be paid in accordance with the terms of this Agreementto the Executive’s devisee, legatee, or other designee, or, if there is no such person, to theExecutive’s estate.     10. Continuation of Certain Provisions. Any termination of the Executive’s employmentunder this Agreement or of this Agreement will not affect the benefit provisions of Section 3 or 4,which will, if relevant, survive any such termination and remain in full force and effect inaccordance with their respective terms.     11. Other Rights. Except as provided in Section 18, nothing herein shall be construedas limiting, restricting or eliminating any rights the Executive may have under any plan, contractor arrangement to which he/she is a party or in which he/she is a vested participant; provided,however, that any termination payments required hereunder will be in lieu of any severance benefitsto which he/she may be entitled under a severance plan or arrangement of Sovereign, the Bank, anaffiliate of either, or an entity which is the successor of any of them or an affiliate thereof;and provided further, that if the benefits under any such plan or arrangement may not legally beeliminated, then the payments hereunder will be correspondingly reduced in such equitable manner asthe Board of Directors of Sovereign may determine.     12. No Mitigation or Offset. The Executive shall not be required to mitigate theamount of any payment or benefit provided for in this Agreement by seeking employment or otherwise;nor shall any amounts or benefits payable or provided hereunder be reduced in the event he/she doessecure employment.     13. Validity. The invalidity or unenforceability of any provisions of this Agreementshall not affect the validity or enforceability of any other provision of this Agreement, whichwill remain in full force and effect.     14. Applicable Law. Except to the extent preempted by federal law, this Agreementshall be governed by and construed in accordance with the domestic internal law of the Commonwealthof Pennsylvania.     15. Number. Words used herein in the singular shall be construed as being used in theplural, as the context requires, and viceversa.     16. Headings. The headings of the sections and subsections of this Agreement are forconvenience only and shall not control or affect the meaning or construction or limit the scope orintent of any of the provisions of this Agreement.     17. References to Entities. All references to Sovereign shall be deemed to includereferences to the Bank, or any affiliate of either, as appropriate in the relevant context, andviceversa; provided, however, that this section shall not be construed in a mannerthat results in a determination that a transaction constitutes a Change in Control unless suchtransaction is literally described in the definition of such term.     18. Effective Date; Termination of Prior Agreements. This Agreement shall becomeeffective immediately upon the execution and delivery of the same by the parties hereto.
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Upon the execution and delivery of this Agreement, any prior agreement relating to the subjectmatter hereof will be deemed automatically terminated and be of no further force or effect.     19. Withholding For Taxes. All amounts and benefits paid or provided hereunder shallbe subject to withholding for taxes as required by law.     20. Nonsolicitation of Employees and Customers. During the period of time that anypayments and benefits are being provided to Executive under Section 3, he/she shall refrain fromdirectly or indirectly soliciting for employment or business relationship purposes employees andcustomers of Sovereign, the Bank or any affiliate of either as of the date of his/her terminationof employment. In the event of a breach of this section, the Executive’s right to payments andbenefits under Sections 3 and 4 shall immediately terminate. Sovereign shall be entitled torecover any payments or benefits made following the commencement of the prohibited conduct, butbefore discovery of the same, and may commence an action in any court of competent jurisdiction forsuch additional legal and equitable relief as it may deem necessary or appropriate to recoverdamages incurred by reason of such conduct and to preclude continued violation of this section.     IN WITNESS WHEREOF, the parties have executed this Agreement, or caused it to be executed, asof the date first above written.     **SOVEREIGN BANCORP, INC.**