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     (a) The Officer’s employment under this Agreement may be terminated at any time duringthe Employment Period for “Cause,” by action of the President and Chief Executive Officer ofthe Bank. As used in this Agreement, “Cause” means any of the following events:     (i) the Officer is convicted of or enters a plea of guilty or nolocontendere to a felony or a crime involving fraud or moral turpitude;     (ii) the Officer repeatedly fails to follow the lawful instructions of thePresident and Chief Executive Officer 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 ofhis duties;     (v) the Officer willfully violates any material statute or regulation (other thantraffic violations or similar offenses), or any final cease and desist order applicableto Sovereign or the Bank;     (vi) the Officer engages in an activity that results in a breach of fiduciary dutyinvolving receipt of personal profit by the Officer at the expense of the Bank;     (vii) the Officer commits an act of willful misconduct, intentionally fails toperform stated lawful duties, or performs his duties under this Agreement in anincompetent manner;     (viii) the Officer materially breaches any material provision of this Agreement; or     (ix) concurrent with or following the public announcement of a transactioninvolving an actual or potential Change in Control (as defined in Section 5A(c)), theOfficer’s refusal to accept a Reasonable Job Offer (as defined in Section 3(f)).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 suchtermination.     (b) The Officer’s employment under this Agreement may be terminated at any time duringthe Employment Period without Cause, by action of the Chief Executive Officer of the Bank,upon giving written notice of such termination to the Officer at least thirty (30) days priorto the date upon which such termination shall take effect. If the Officer’s employment isterminated under the provisions of this Section 3(b), then the Officer shall be entitled toreceive the compensation and benefits set forth in Section 5. For purposes of this Section3(b), (i) a material adverse change in the Officer’s duties or responsibilities following aChange in Control of Sovereign, or (ii) a violation by the Bank of the last sentence ofSection 1 hereof shall be deemed to be a termination of the
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Officer’s employment without Cause. Upon the occurrence of any of the events listed in thisSection 3(b), the Officer shall be permitted, within ninety (90) days of the occurrence ofsuch event, to resign from employment by a notice in writing delivered to the Bank, whereuponhe will become entitled to receive the compensation and benefits set forth in Section 5,provided, however, that the Bank shall be given thirty (30) days from the day it receives thenotice of termination to remedy any such event. Notwithstanding the foregoing, any amountspayable upon a termination under this Section 3(b) shall be paid only if the Officer actuallyterminates employment within two (2) years following the initial existence of the eventslisted in this Section.     (c) If the Officer retires or dies, the Officer’s employment under this Agreement shallbe deemed terminated as of the date of the Officer’s retirement or death, and all rights ofthe Officer under Section 4 shall cease and any other amounts or benefits payable to theOfficer shall be determined in accordance with the retirement and insurance programs of theBank then in effect. For purposes of this Agreement, the term “retirement” shall meanvoluntary termination on or after age sixty-five (65).     (d) If the Officer is incapacitated by accident, sickness, or otherwise so as to renderthe Officer mentally or physically incapable of performing the services required under thisAgreement, notwithstanding reasonable accommodation, for a continuous period of six (6)months, then, upon the expiration of such period or at any time thereafter, by action of theChief Executive Officer of the Bank, the Officer’s employment under this Agreement may beterminated immediately. If the Officer’s employment is terminated under the provisions of thisSection 3(d), then all rights of the Officer under Section 4 shall cease as of the lastbusiness day of the week in which such termination occurs and any other amounts or benefitspayable to the Officer shall be determined in accordance with the retirement and insuranceprograms of the Bank then in affect.     (e) The Officer’s employment under this Agreement may be terminated by the Officer at anytime during the Employment Period for any or no reason, by giving written notice of suchtermination to the Chief Executive Officer of the Bank at least thirty (30) days prior to thedate upon which such termination is to take effect. If the Officer terminates his employmentunder the provisions of this Section 3(e), then all rights of the Officer under Section 4hereof shall cease as of the effective date of such termination.     (f) For purposes of this Agreement, the term “Reasonable Job Offer” means a good faithoffer of employment made or directly facilitated by Sovereign, the Bank, an affiliate ofeither, an entity proposing to acquire the business of Sovereign or the Bank, or an affiliateof such entity, which offer (i) would not give the Officer the right to terminate employmentfor Good Reason under Section 5A(a), and (ii) does not require an employment background andskill set materially different than required for his then position.     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:
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     (a) Salary. The Bank shall pay the Officer a salary, during the EmploymentPeriod, at the rate of $350,000 per year, payable bi-weekly (or in such manner as other Bankofficers are paid). The Bank may, from time to time, increase but not decrease the Officer’ssalary, and any and all such increases shall be deemed to constitute amendments to thisSection 4(a) to reflect the increased amounts, effective as of the dates established for suchincreases. The Bank shall undertake a performance review of the salary payable pursuant tothis Section 4(a) not less frequently than annually.     (b) Bonus. The Bank shall set bonus targets as a percent of salary for theOfficer based on the assigned job salary grade, and pay the Officer bonuses during theEmployment Period in such amounts and at such times as may be approved by the Board ofDirectors of the Bank in its discretion based on both individual and company performanceagainst specified objectives. Notwithstanding the foregoing, all bonus payments, if any, shallbe made no later than March 15 of the year next following the year to which such bonusrelates.     (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 the Bank.     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 Causeduring the Employment Period, before the occurrence of the announcement of a transactioninvolving an actual or potential Change in Control, the Officer shall be entitled to receivethe amounts and benefits set forth in this Section 5:     (i) annual salary otherwise accrued or payable through the date of termination ofemployment; and     (ii) the greater of (A) continued payments of base salary then in effect throughthe end of the Employment Period or a period of twenty four (24) months, whichever islonger, or (B) a lump sum severance payment equal to the severance payment due underSovereign’s or the Bank’s Severance Pay Plan applicable to the Officer at the time oftermination; provided, in either case, that the Officer executes Sovereign’s standardform of release and waiver.     (b) All payments required by Section 5(a) shall be paid in a lump sum cash payment notlater than the thirtieth (30th) day following the date of termination of employment.     (c) The Officer shall not be required to mitigate the amount of any payment provided forin this section by seeking employment or otherwise nor shall the amount of any paymentprovided for in this section be reduced or offset by the Officer’s subsequent employment.
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     (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 a terminationby the Bank of the Officer’s employment without Cause before the announcement of a transactioninvolving an actual or potential Change in Control.     5A. Rights in Event of Certain Terminations of Employment on or After the Occurrence of aChange in Control Announcement.     (a) Events Giving Right to Terminate for Good Reason. If a publicannouncement of a transaction involving an actual or potential Change in Controloccurs, and concurrently therewith or during a period of twenty-four (24) monthsthereafter, an event constituting Good Reason also occurs with respect to theOfficer, he may terminate his employment in accordance with the provisions ofSection 5A(b) and, thereupon, will become entitled to the payments and benefitsdescribed in Sections 5A(e) and 5A(f). As used in this Agreement, the term “GoodReason” 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 material reduction in the Officer’s base and/or annual targetincentive compensation below a level that was in effect immediately prior tothe public announcement;(iii) the failure to provide the Officer with a total compensation package(salary, welfare and pension benefits, stock options and a bonus planevaluated on the basis of bonus potential) reasonably comparable to thecompensation package provided to the Officer immediately prior to the publicannouncement;(iv) the reassignment for longer than sixty (60) days of the Officer to aprincipal office which is more than thirty (30) miles from his or her primaryresidence as of the date of the public announcement or an additional ten (10)miles from the Officer’s primary residence in the event the Officer’s one-waydriving commute prior to the public announcement was in excess of thirty (30)miles; and(v) any material breach of this Agreement by the Officer’s employer at anyrelevant time, coupled with the failure to cure the same within thirty (30)days after receipt of written notice of such breach from the Officer; and(vi) any reduction in title or any material reduction in Officer’sresponsibilities or authority as they exist immediately prior to the publicannouncement.
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     (b) Notice of Termination. Upon the occurrence of an event of GoodReason subject to Section 5A(a), the Officer may, within ninety (90) days of theoccurrence of any such event, resign from employment by a notice in writing(“Notice of Termination”) delivered to Sovereign, whereupon he will become entitledto the payments and benefits described in Sections 5A(e) and 5A(f), provided,however, that Sovereign shall be given thirty (30) days from the date it receivesthe Notice of Termination to remedy such event. Notwithstanding the foregoing, anyamounts payable upon a termination for Good Reason shall be paid only if theOfficer actually terminates employment within two (2) years following the initialexistence of the event constituting Good Reason. In the case of a terminationdescribed in Section 5A(a)(i), the Officer shall confirm his involuntarytermination, in writing, within ninety (90) days of the date of such termination,and such confirmation will be deemed a Notice of Termination.     (c) Change in Control Defined. As used in this Agreement, the term“Change in Control” means any of the following:(i) any “person” (as such term is used in Sections 13(d) and 14(d)(2) of theSecurities Exchange Act of 1934 (the “Exchange Act”)), other than Sovereign,a subsidiary of Sovereign, or an employee benefit plan of Sovereign or asubsidiary of Sovereign (including a related trust), becomes the beneficialowner (as determined pursuant to Rule 13d-3 under the Exchange Act), directlyor indirectly of securities of Sovereign representing more than 19.9% of (A)the combined voting power of Sovereign’s then outstanding stock andsecurities or (B) the aggregate number of shares of Sovereign’s thenoutstanding common stock;(ii) the occurrence of a sale of all or substantially all of the assets ofSovereign or the Bank to an entity which is not a direct or indirectsubsidiary of Sovereign;(iii) the occurrence of a reorganization, merger, consolidation or similartransaction involving Sovereign, unless (A) the shareholders of Sovereignimmediately prior to the consummation of any such transaction initiallythereafter own securities representing a majority of the voting power of thesurviving or resulting corporation, and (B) the directors of Sovereignimmediately prior to the consummation of such transaction initiallythereafter represent a majority of the directors of the surviving orresulting corporation;(iv) a plan of liquidation or dissolution, other than pursuant to bankruptcyor insolvency, is adopted for Sovereign or the Bank;
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(v) during any period of two (2) consecutive years, individuals who, at thebeginning of such period, constituted the Board of Directors of Sovereigncease to constitute the majority of such Board (unless the election of eachnew director was expressly or by implication approved by a majority of theBoard members who were still in office and who were directors at thebeginning of such period); and(vi) the occurrence of any other event which is irrevocably designated as a“change in control” for purposes of this Agreement by resolution adopted by amajority of the then non-employee directors of Sovereign.     Notwithstanding the foregoing, a Change in Control will not be deemed to have occurred ifa person becomes the beneficial owner, directly or indirectly, of stock and securitiesrepresenting more than 19.9% of the combined voting power of Sovereign’s then outstandingstock and securities or the aggregate number of shares of Sovereign’s then outstanding commonstock solely as a result of an acquisition by Sovereign of its stock or securities which, byreducing the number of securities or stock outstanding, increases the proportionate number ofsecurities or stock beneficially owned by such person; provided, however, that if a personbecomes the beneficial owner of more than 19.9% of the combined voting power of stock andsecurities or the aggregate number of shares of common stock by reason of such acquisition andthereafter becomes the beneficial owner, directly or indirectly of any additional voting stocksecurities or common stock (other than by reason of a stock split, stock dividend or similartransaction), then a Change in Control will thereupon be deemed to have occurred.     (d) Termination of Proposed Change in Control Transaction. If,following a public announcement described in Subsection (a), a proposed transactionis terminated without completion, this Agreement shall thereafter be construed asthough no such announcement had ever been made; provided, however, that the rightsassociated with any termination of employment or the giving of a Notice ofTermination during the interim period shall be determined without regard to thissubsection.     (e) Rights Under This Section. In the event the Officer validly andtimely delivers a Notice of Termination to Sovereign, he will be entitled toreceive the following payments and benefits:(i) Basic Payments. The Officer will be paid an amount equal to two(2) times the sum of (A) the highest annualized base salary paid to himduring the year of termination or the immediately preceding two (2) calendaryears, and (B) the greater of (i) the target bonus in the year of terminationor (ii) the highest bonus paid to him with respect to one of the three (3)calendar years immediately preceding the year of termination. Such amountwill
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be paid to the Officer in a lump sum cash payment not later than thethirtieth (30th) day following the date of termination of employment. Forpurposes of this Paragraph (i), to the extent necessary, base salary andbonuses with any predecessor of Sovereign or an affiliate thereof shall betaken into account.(ii) Health and Medical Benefits. For a period of two (2) years fromthe day of termination of employment, the Officer shall be provided, at nocharge, with a continuation of health and medical benefits substantiallysimilar to the most favorable of such benefits provided to him at hisemployer’s cost during the two year period immediately preceding suchtermination. To the extent such benefits cannot be provided under a planbecause the Officer is no longer an employee of the employer, a lump sumpayment in cash equal to the present value (determined based upon 120% of thethen prevailing monthly short-term applicable federal rate), after tax cost(estimated in good faith by the Bank) of obtaining such benefits, orsubstantially similar benefits, shall be made to the Officer within fifteen(15) days of his termination of employment.     (f) Legal Expenses. The Officer shall be paid all reasonable legalfees and expenses when incurred by the Officer in seeking to obtain or enforce anyright or benefit provided by this Section 5A, provided he acts in good faith withrespect to issues raised.     (g) No Mitigation or Offset. The provisions of Section 5(c) shallapply to payments made and benefits provided under Section 5A.     (h) Exclusive Remedy. The Officer agrees that the payments made andbenefits provided under Section 5A shall constitute the Officer’s sole andexclusive remedy, contractual or otherwise, in the event of a termination for GoodReason under this section.     (i) Notwithstanding anything herein to the contrary, Section 3 of thisAgreement shall be construed as though the Employment Period were a three-yearrenewable agreement, instead of a two-year renewable agreement, solely with respectto the rights and benefits potentially provided under this Section 5A.     6. No Disclosure of Confidential Information. The Officer agrees that all customerlists, dealer lists, files and records now or hereafter used by the Bank are the property of theBank and are its trade secrets. Accordingly, the Officer acknowledges that the Bank’s trade secretsas they may exist from time to time and other confidential information concerning the Bank’sbusiness, products, promotion, pricing techniques, business plans, customer lists and credit andfinancial data concerning customers are valuable, special and unique assets of the Bank, access toand knowledge of which are essential to the performance of the Officer’s duties under thisAgreement. The Officer further agrees that all knowledge and information described
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in the preceding sentence not in the public domain and heretofore or in the future obtained by theOfficer as a result of employment by the Bank shall be considered confidential information andshall not be disclosed without the Bank’s consent. The provisions of the preceding sentence shallapply during the Officer’s employment and following the termination thereof for any reason. Theprovisions of this section may be enforced in the same manner as described in Section 19. Nothingcontained herein shall be deemed to preclude the Officer from responding to requests forinformation or inquiries from the Office of Thrift Supervision or the Federal Deposit InsuranceCorporation.     6A. Covenant Not to Compete, Non-Solicitation of Customers and Employees — In General.     (a) If the Officer voluntarily leaves employment hereunder during the term of thisAgreement, but before the announcement of a transaction involving an actual or potentialChange in Control, or in the event of his termination under circumstances not qualifying forpayments and benefits under Section 5A, he agrees that, for a period of twelve (12) monthsfollowing the date of the termination of his employment, he shall not work directly orindirectly 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 whichSovereign or its affiliates, including the Bank, are conducting such business at the date oftermination of his employment. Nor during such period shall the Officer solicit customers oremployees of Sovereign or any of its affiliates, including the Bank, to cease doing business,in whole or in part, or cease employment with Sovereign or any of its affiliates, includingthe Bank. To the extent the restrictions in this Section 6A are legally held to beunreasonable, they shall not be void, but shall be modified to the extent necessary to makesuch restrictions reasonable. The provisions of this section may be enforced in the samemanner as described in Section 19.     (b) Notwithstanding the foregoing, in the event the Officer (1) is provided writtennotice of the Excise Tax Reduction pursuant to Section 10(a) and quantification of thereasonable additional payment offered in exchange for this non-competition restriction,pursuant to Section 10(b); and (2) provides written notice to Sovereign or the Bank of theOfficer’s intention to be bound by the terms of this non-competition restriction, as providedin Section 10(b), in exchange for receipt of the reasonable additional payment described inSection 10(b) and the written notice, the Officer hereby agrees and covenants that for aperiod of twelve (12) months from the Officer’s effective date of termination of employment,he or she shall not work directly or indirectly for or on behalf of another bank that offersproducts or services similar or equivalent to those offered by the Bank in the geographic areain which Sovereign or its affiliates, including the Bank, are conducting such business as ofthe date of termination of Officer’s employment. The Officer hereby acknowledges and agreesthat the covenants and restrictions in Sections 6A and 19 of this Agreement are necessary toprotect the legitimate business interests of Sovereign, including, without limitation,customer information and goodwill, and considers the restrictions to be reasonable for suchpurpose. The Officer acknowledges that any breach by the Officer of the obligations set forthin Sections 6A and/or 19 would substantially and materially impair and irreparably harmSovereign’s business and good will; that such impairment and harm would be
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difficult to measure; and, therefore, total compensation in solely monetary terms would beinadequate. Consequently, in the event of any breach or any threatened breach by the Officerof any of the provisions of Sections 6A and/or 19, the Officer’s right to payments andbenefits under Section 10(b) shall immediately terminate and Sovereign shall be entitled torecover any payments or benefits made following the commencement of the prohibited conduct,but before discovery of the same. The Officer agrees that Sovereign, in addition to monetarydamages or such other remedies which may be available, shall be entitled to specificperformance and other equitable relief, including temporary or permanent restraining ordersand/or other injunctive relief without the necessity of proving actual damages and/or postinga bond, as well as any equitable accounting of all earnings, profits or other benefits arisingfrom any violation hereof, and to the payment by the Officer of all costs and expensesincurred by Sovereign in enforcing the provisions thereof against the Officer, includingattorneys’ fees incurred by Sovereign. The existence of any claims or cause of action by theOfficer against Sovereign, whether predicated on this Agreement or otherwise, shall notconstitute a defense to the enforcement by Sovereign of such obligations.     7. Notwithstanding anything contained herein to the contrary, if the Officer is suspendedand/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a noticeserved under Section 8(c)(3) or (g)(l) of the Federal Deposit Insurance Act (the “FDIC”), theBank’s obligations hereunder shall be suspended as of the date of service unless stayed byappropriate judicial proceedings; provided, however, that, if the charges are dismissed, the Bankshall, as soon as administratively practicable, (i) pay the Officer all of the compensationwithheld during such suspension and (ii) reinstate all of its obligations hereunder which weresuspended.     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)(l) 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) If the 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) shallnot affect any vested rights of the Officer.     (b) All obligations under this Agreement shall terminate, except to the extent determinedthat continuation of the Agreement is necessary for the continued operation of the Bank (i) bythe Director (the “Director”) of the Office of Thrift Supervision, or his or her designee, atthe time the FDIC enters into an agreement to provide assistance to or on behalf of the Bankunder the authority contained in Section 13(c) of the FDIA or (ii) by the Director, or his orher designee, at the time the Director, or his or her designee, approves a supervisory mergerto resolve problems related to operation of the Bank or when the Bank is determined by theDirector to be in an unsafe or unsound condition; provided, however, that any rights of theOfficer that have already vested shall not be affected by such action.
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10. (a) All payments made to the Officer pursuant to this Employment Agreement or otherwise,are subject to and conditioned upon their compliance with 12 U.S.C. § 1828(k) and anyregulations promulgated thereunder. In addition, in the event that any payments and benefitspursuant to this Agreement would, when taken together with payments and benefits provided tohim under any other plans, contracts or arrangements with Sovereign, the Bank or an affiliateof either, result in the imposition of an excise tax under Section 4999 of the InternalRevenue Code of 1986, as amended (the “Code”), the amounts and benefits payable hereundershall be reduced to such extent as may be necessary to avoid such imposition (the “Excise TaxReduction”). The Officer shall have the right, within 30 days of receipt of written noticefrom Sovereign or the Bank, to specify which amounts and benefits shall be reduced to satisfythe requirements of this subsection. All calculations required to be made under thissubsection will be made by Sovereign’s or the Bank’s independent public accountants, subjectto the right of Officer’s representative to review the same. The parties recognize that theactual implementation of the provisions of this subsection are complex and agree to deal witheach other in good faith to resolve any questions or disagreements arising hereunder.(b) In the event the Officer is provided written notice of the Excise Tax Reduction asdescribed in Section 10(a), the Officer may elect to be bound by the non-competitionrestriction contained in Section 6A, in exchange for a reasonable additional payment in anamount to be determined by Sovereign or the Bank and communicated to the Officer in thewritten notice of the Excise Tax Reduction. Under no circumstances will the reasonableadditional payment exceed the total amount of the Excise Tax Reduction required in Section10(a). The written notice from Sovereign or the Bank shall further contain a form forexecution by the Officer and return to Sovereign or the Bank in the event the Officer electsthe reasonable additional payment and accepts the non-competition restriction.     11. Notices. Any notice required or permitted to be given under this Agreement shallbe deemed properly given if in writing and if mailed by registered or certified mail, postageprepaid with return receipt requested, to the residence of the Officer, in the case of notices tothe Officer, 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 dischargedunless such waiver, modification, or discharge is agreed to in writing and signed by the Officerand an executive officer of the Bank specifically designated by the Board of Directors of the Bank.No waiver 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 party shall bedeemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior orsubsequent time.     13. Assignment. This Agreement shall not be assignable by either party hereto, exceptby the 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.
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     14. Entire Agreement; Other Arrangements Superseded. This Agreement contains theentire agreement of the parties relating to the subject matter of this Agreement and supersedes anyprior agreement of the parties.     15. Validity. The invalidity or unenforceability of any provision of this Agreementshall not affect the validity or enforceability of any other provision of this Agreement, whichshall remain 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 onlyand shall not control or affect the meaning or construction or limit the scope or intent of any ofthe provisions of this Agreement.     18. Other Rights. Except as otherwise provided herein, nothing herein shall beconstrued as limiting, restricting or eliminating any rights the Officer may have under any plan,contract or arrangement to which he is a party or in which he is a vested participant; provided,however, that no severance benefits shall be paid to him under any severance benefit plan ofSovereign or the Bank unless they become payable under Section 5(a)(ii).     19. Nonsolicitation of Employees and Customers — Section 5A Applicable. In the eventthe Officer 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 terminationof employment. In the event of a breach of this section, the Officer’s right to payments andbenefits under Section 5A shall immediately terminate. The Bank shall be entitled to recover anypayments or benefits made following commencement of the prohibited conduct, but before discovery ofthe same, and may commence an action in any court of competent jurisdiction for such additionallegal and equitable relief as it may deem necessary or appropriate to recover damages incurred byreason of such conduct and to precluded continued violation of this section.
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     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first abovewritten.                     SOVEREIGN BANK                           By /s/ Thomas J. McAuliffe                 (SEAL)     Attest:                           /s/ Patrick J. Sullivan(SEAL)                   Patrick J. Sullivan  Agreed to the 20th day of February, 2008.     SOVEREIGN BANCORP, INC.