**Exhibit 10.19****AGREEMENT TO AMEND**     AGREEMENT dated May 30, 2006 among Sovereign Bancorp, Inc., a Pennsylvania corporation (the“Corporation”), and James J. Lynch (the “Executive”).     WHEREAS, the Corporation entered into an Employment Agreement with Executive dated as ofSeptember 16, 2002 (the “Employment Agreement”); and     WHEREAS, the Corporation has entered into an Investment Agreement with Banco Santander CentralHispano, S.A. dated October 24, 2005, and amended November, 22, 2005 (the “Investment Agreement”);and     WHEREAS, pursuant to the terms of the Investment Agreement, each of the Corporation andExecutive desires to amend the Employment Agreement to modify the definition of Change in Controlin certain respects.     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants set forth herein,the parties hereto agree as follows:     1. Amendment of Employment Agreement.     Effective as of the date hereof, the following amendment to the Employment Agreement shallbecome effective and the modifications to the Employment Agreement set forth herein shall beincorporated into the terms of Employment Agreement as follows:     (a) Section 5(b) shall be amended to read as follows:          (b) As used in this Agreement, “Change in Control” means the first to occur of any of thefollowing events:     (i) any “Person” (as such term is used in Sections 13(d) and 14(d) of theSecurities Exchange Act of 1934, as amended), except for any of SBI’s employeebenefit plans, or any entity holding SBI’s voting securities for, or pursuant to,the terms of any such plan (or any trust forming a part thereof) (the “BenefitPlan(s)”), is or becomes the beneficial owner, directly or indirectly, of SBI’ssecurities representing 19.9% or more of the combined voting power of SBI’s thenoutstanding securities, other than: (A) pursuant to a transaction excepted in Clause(iii) or (iv); or (B) pursuant to a Buyer Acquisition Transaction (as defined in theInvestment Agreement (the “Investment Agreement”), between SBI and Banco SantanderCentral Hispano, S.A., dated as of October 24, 2005, as amended as of November 22,2005) effectuated in accordance with the terms of the Investment Agreement otherthan 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 SBI’s shareholders thatresults in the contesting party obtaining the ability to vote securities
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representing 19.9% or more of the combined voting power of SBI’s then outstandingsecurities;     (iii) a binding written agreement is executed (and, if legally required,approved by SBI’s shareholders) providing for a sale, exchange, transfer or otherdisposition of all or substantially all of the assets of SBI or of Sovereign Bank toanother entity, except to an entity controlled directly or indirectly by SBI;     (iv) the shareholders of SBI approve a merger, consolidation, or otherreorganization of SBI, unless:     (A) under the terms of the agreement approved by SBI’s shareholdersproviding for such merger, consolidation or reorganization, theshareholders of SBI immediately before such merger, consolidation orreorganization, will own, directly or indirectly immediately followingsuch merger, consolidation or reorganization, at least 51% of the combinedvoting power of the outstanding voting securities of SBI resulting fromsuch merger, consolidation or reorganization (the “Surviving Corporation”)in substantially the same proportion as their ownership of the votingsecurities immediately before such merger, consolidation orreorganization;     (B) under the terms of the agreement approved by SBI’s shareholdersproviding for such merger, consolidation or reorganization, theindividuals who were members of the Board of Directors of SBI immediatelyprior to the execution of such agreement will constitute at least 51% ofthe members of the board of directors of the Surviving Corporation aftersuch merger, consolidation or reorganization; and     (C) based on the terms of the agreement approved by SBI’sshareholders providing for such merger, consolidation or reorganization,no Person (other than (A) SBI or any Subsidiary of SBI, (B) any BenefitPlan, (C) the Surviving Corporation or any Subsidiary of the SurvivingCorporation, or (D) any Person who, immediately prior to such merger,consolidation or reorganization had beneficial ownership of 19.9% or moreof the then outstanding voting securities) will have beneficial ownershipof 19.9% or more of the combined voting power of the SurvivingCorporation’s then outstanding voting securities;     (v) a plan of liquidation or dissolution of SBI, other than pursuant tobankruptcy or insolvency laws, is adopted;     (vi) during any period of two consecutive years, individuals, who at thebeginning of such period, constituted the Board of Directors of SBI cease for anyreason to constitute at least a majority of the Board of Directors of SBI unless the
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election, or the nomination for election by SBI’s shareholders, of each new directorwas approved by a vote of at least two-thirds of the directors then still in officewho were directors at the beginning of the period; or     (vii) the occurrence of a Triggering Event within the meaning of the SecondAmended and Restated Rights Agreement, between SBI and Mellon Investor Services LLC,as rights agent, dated as of January 19, 2005, as amended on October 24, 2005, andas it may be further amended from time to time.Notwithstanding Clause (i), a Change in Control shall not be deemed to have occurredif a Person becomes the beneficial owner, directly or indirectly, of SBI’ssecurities representing 19.9% or more of the combined voting power of SBI’s thenoutstanding securities solely as a result of an acquisition by SBI of its votingsecurities which, by reducing the number of shares outstanding, increases theproportionate number of shares beneficially owned by such Person to 19.9% or more ofthe combined voting power of SBI’s then outstanding securities; provided, however,that if a Person becomes a beneficial owner of 19.9% or more of the combined votingpower of SBI’s then outstanding securities by reason of share purchases by SBI andshall, after such share purchases by SBI, become the beneficial owner, directly orindirectly, of any additional voting securities of SBI (other than as a result of astock split, stock dividend or similar transaction), then a Change in Control of SBIshall be deemed to have occurred with respect to such Person under Clause (a). Inno event shall a Change in Control of SBI be deemed to occur under Clause (a) withrespect to Benefit Plans.     2. Effectiveness of the Terms of this Agreement.     *(a) Operative Effect Dependent on Closing of Investment Agreement*. The operative effect ofthis amendment to the Employment Agreement is subject to the occurrence of the Closing (as suchterm is defined in the Investment Agreement). If the Closing does not occur, this amendment to theEmployment Agreement shall be null and void *ab initio*.     *(b) Binding on Executive*. Notwithstanding anything to the contrary, Executive’s agreementshereunder are binding, subject only to the occurrence of the Closing, and Executive has no right torevoke, rescind or otherwise terminate or modify Executive’s agreements hereunder.     3. Applicable Law.     This amendment to the Employment Agreement shall be governed by and construed in accordancewith the domestic laws (but not the law of conflict of laws) of the Commonwealth of Pennsylvania.     4. Representations and Warranties.     The parties hereto represent and warrant to each other that they have carefully read thisamendment to the Employment Agreement and consulted with respect thereto with their respectivecounsel, and that each of them fully understands the content of this amendment to the
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Employment Agreement and its legal effect. Each party hereto also represents and warrantsthat this amendment to the Employment Agreement is a legal, valid and binding obligation of suchparty which is enforceable against such party in accordance with its terms.     5. Successors and Assigns.     This amendment to the Employment Agreement shall be binding upon, inure to the benefit of andbe enforceable by the parties hereto and their respective heirs, legal representatives, successorsand assigns. The Corporation shall require any successor (whether direct, indirect, by purchase,merger, consolidation or otherwise) to all or substantially all of the business or assets of theCorporation to expressly assume and agree to perform this amendment to the Employment Agreement, inthe same manner and to the same extent that the Corporation would be required to perform it if nosuch succession had taken place, unless the provisions hereof will be binding upon such successorby operation of law.
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     IN WITNESS WHEREOF, the parties have executed this amendment to the Employment Agreementeffective as of the 30th day of May, 2006.     SOVEREIGN BANCORP, INC.   /s/ Jay S. Sidhu     By: Jay S. Sidhu  Title: President and Chief Executive Officer     EXECUTIVE   /s/ James J. Lynch     James J. Lynch
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