Filed by Bowne Pure Compliance

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I8hsG9lWfpd5tKK0fm7N3BFX4pGNiGciLTB1Hs8dHcrUII8Mp24dZdYXWh9sPr7i ALpOih55SunztoL6OR6z9w== 0001362310-08-005481.txt : 20080930 0001362310-08-005481.hdr.sgml : 20080930 20080930160433 ACCESSION NUMBER: 0001362310-08-005481 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20080930 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080930 DATE AS OF CHANGE: 20080930 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOVEREIGN BANCORP INC CENTRAL INDEX KEY: 0000811830 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 232453088 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16581 FILM NUMBER: 081097373 BUSINESS ADDRESS: STREET 1: 1500 MARKET ST CITY: PHILADELPHIA STATE: PA ZIP: 19102 BUSINESS PHONE: 2155574630 MAIL ADDRESS: STREET 1: MC11-900-IR5 STREET 2: 1130 BERKSHIRE BLVD CITY: WYOMISSING STATE: PA ZIP: 19610 8-K 1 c75623e8vk.htm FORM 8-K Filed by Bowne Pure Compliance

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 30, 2008

Sovereign Bancorp, Inc.
(Exact name of registrant as specified in its charter)

Pennsylvania 1-16581 23-2453088

(State or other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)

1500 Market Street, Philadelphia, Pennsylvania
19102

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (267) 256-8601

n/a

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 30, 2008, Sovereign Bancorp, Inc. (the "Company”) issued a press release announcing Paul A. Perrault was named President and Chief Executive Officer of the Company, effective January 3, 2009. The press release also announced that Kirk W. Walters, Executive Vice President and Chief Financial Officer of the Company, will serve as President and Chief Executive Officer in the interim and continue to serve as Chief Financial Officer, effective September 30, 2008. Following January 3, 2009, Mr. Walters will begin employment with the Company as the Senior Executive Vice President and Chief Administrative Officer and will continue to serve as Chief Financial Officer. Mr. Walters succeeds Joseph P. Campanelli, who agreed to step down as Chief Executive Officer effective September 30, 2008. A copy of this press release is incorporated by reference herein and attached hereto as Exhibit 99.1.

Mr. Perrault, 57, joins the Company after his tenure at Chittenden Corporation, where he served as CEO beginning in 1990 and Chairman and CEO from 1998 through 2007. Mr. Perrault began his banking career in 1975 at Shawmut Bank and has served in a variety of commercial banking positions in Rhode Island and Boston. From 1989 to 1990, he was President of Bank of New England-Old Colony, Providence, Rhode Island. Graduating from Babson College in 1973, he then received his MBA from Boston College School of Management in 1975. Mr. Perrault serves on the American Bankers Council, The Corporate Governance Task Force, is a member of the SuperCommunity Bank Peer Group and serves on the Board of Trustees and is Treasurer of Shelburne Museum.

Employment Agreement of Paul A. Perrault

On September 30, 2008, the Company and Mr. Perrault entered into an employment agreement (the "Perrault Employment Agreement”) with respect to Mr. Perrault’s appointment as President and Chief Executive Officer commencing on January 3, 2009 (the "Perrault Effective Date”). The Perrault Employment Agreement has an initial term of three years and, unless terminated as set forth therein, is automatically extended annually to provide a new term of three years.

The Perrault Employment Agreement provides for an annual base salary of $800,000, which the Board may increase from time to time. Contingent upon the Company achieving annual bonus objectives for itself established by the Board in consultation with Mr. Perrault, he will be eligible to receive an annual bonus determined in accordance with guidelines of the Company’s bonus plans for senior bank executives with a target bonus for each calendar year of at least 100% of his salary. Mr. Perrault will receive a minimum annual bonus for 2009 of $600,000 in cash in the event his employment continues past January 2, 2010.

The Perrault Employment Agreement provides that Mr. Perrault will receive a one-time award of 200,000 shares of restricted Company stock. The grant of the restricted stock will conditionally vest, subject to the terms of the equity incentive plan and the continued employment of Mr. Perrault, in three equal annual installments beginning on the first anniversary of the Perrault Effective Date.

The Perrault Employment Agreement also provides that Mr. Perrault will receive a one time award of stock options to purchase 1,000,000 shares of the Company’s common stock. The options will be divided into two tranches which will conditionally vest, or an alternative vesting schedule, subject to the continued employment of Mr. Perrault and the performance of the Company’s stock price, in three annual installments beginning on the first anniversary of the Perrault Effective Date and then a final installment on January 3, 2014.

In addition, the Perrault Employment Agreement provides, among other things, a right to participate in all employee benefit plans and programs available to senior management, automobile and parking allowances, temporary housing and relocation costs and club dues and business-related expenses.

In the event, Mr. Perrault’s employment terminates without Cause (as defined in the Perrault Employment Agreement) or for Good Reason (as defined in the Perrault Employment Agreement), Mr. Perrault is entitled to receive his accrued but unpaid base salary, his earned but unpaid annual bonus, any unreimbursed business expenses and all payments, rights and benefits under the employee benefit plans. Mr. Perrault is also entitled to receive severance benefits, which are calculated differently based on a Change in Control (as defined in the Perrault Employment Agreement) of the Company. If the termination of employment takes place in the absence of a Change in Control, he will receive (1) a lump sum payment equal to two times his current base salary payable on the 30^th day after the termination date, (2) a lump sum payment equal to two times the greater of the prior year’s annual bonus amount or the prior three year’s average bonus amounts payable on the 30^th day after the termination date, (3) a pro-rata annual bonus based on the number of days during the calendar year and the actual performance of the Company payable in cash, and (4) a continuation of all his health and medical benefits for a three year period following the termination date. If the termination of employment takes place following a Change in Control, he will receive (1) a lump sum payment equal to three times his current base salary payable on the 30^th day after the termination date (2) a lump sum payment equal to three times the greater of the prior year’s annual bonus amount or the average of the prior three year’s annual bonus amounts average payable on the 30^th day after the termination date, (3) a pro-data annual bonus based on the number of days during the calendar year and the actual performance of the Company payable in cash, and (4) a continuation of all his health and medical benefits for a three year period following the termination date.

The Perrault Employment Agreement also contains restrictive covenants imposing non-competition obligations, restricting the solicitation of Company employees, protecting confidential information and requiring cooperation in litigation, as well as other covenants, during Mr. Perrault’s employment and for specified periods after the termination of employment.

The foregoing summary of the Perrault Employment Agreement does not purport to be complete and is qualified in its entirety by the Perrault Employment Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

First Amendment to Employment Agreement and New Employment Agreement of Kirk W. Walters

On September 30, 2008, the Company and Mr. Walters entered into an amendment of the employment agreement, dated as of March 3, 2008 (the "First Amendment”). The First Amendment appoints Mr. Walters as Interim Chief Executive Officer and President of the Company and Chief Financial Officer from September 30, 2008 until January 2, 2009, unless Mr. Perrault commences employment with the Company on an earlier date. The Amendment provides that Mr. Walters will be paid a salary at a rate of $700,000 per year.

On September 30, 2008, the Company and Mr. Walters entered into an employment agreement (the "Walters Employment Agreement”) to employ Mr. Walters as its Senior Executive Vice President, Chief Administrative Officer and Chief Financial Officer effective on January 3, 2009 (the "Walters Effective Date”). The Walters Employment Agreement has an initial term of three years and, unless terminated as set forth therein, is automatically extended annually to provide a new term of three years. The terms of the Walters Employment Agreement shall be cancelled and the Walters Effective Date shall not occur if the employment of Mr. Walters is terminated pursuant to his prior employment agreement or a Change in Control (as defined his the prior employment agreement) occurs.

The Walters Employment Agreement provides for an annual base salary of $700,000, which the Board may increase from time to time. Contingent upon the Company achieving annual bonus objectives for itself established by the Board in consultation with Mr. Walters, Mr. Walters will be eligible to receive an annual bonus determined in accordance with guidelines of the Company’s bonus plans for senior bank executives with a target bonus for each calendar year of at least 100% of his salary.

The Walters Employment Agreement provides that Mr. Walters will receive a one-time award of 200,000 shares of restricted Company stock. The grant of the restricted stock will conditionally vest, subject to the terms of the incentive compensation plan and the continued employment of Mr. Walters, in three equal annual installments beginning on the first anniversary of the Walters Effective Date.

The Walters Employment Agreement also provides that Mr. Walters will receive a one time award of stock options to purchase 1,000,000 shares of the Company’s common stock. The options will be divided into two tranches which will conditionally vest, or an alternative vesting schedule, subject to the continued employment of Mr. Walters, the incentive compensation plan and the performance of the Company’s stock price, in three annual installments beginning on the first anniversary of the Walters Effective Date and then a final installment on January 3, 2014. Mr. Walters will also be eligible to receive additional grants of equity incentives pursuant to the Company’s equity incentive plans and on terms and conditions approved by the Board.

In addition, the Walters Employment Agreement provides, among other things, a right to participate in all employee benefit plans and programs available to senior management, automobile and parking allowances, temporary housing and relocation costs and club dues and business-related expenses.

In the event, the employment of Mr. Walters is terminated without Cause (as defined in the Walters Employment Agreement) or for Good Reason (as defined in the Walters Employment Agreement), Mr. Walters is entitled to receive his accrued but unpaid base salary, his earned but unpaid annual bonus, any unreimbursed business expenses and all payments, rights and benefits under the employee benefit plans. Mr. Walters is also entitled to receive severance benefits, which are calculated differently based on a Change in Control (as defined in the Walters Employment Agreement) of the Company. If the termination of employment takes place in the absence of a Change in Control, he will receive (1) a lump sum payment equal to two times his current base salary payable on the 30^th day after the termination date (2) a lump sum payment equal to two times the greater of the prior year’s bonus amount or the average of the prior three year’s annual bonus amounts payable on the 30^th day after the termination date, (3) a pro-rata annual bonus based on the number of days during the calendar year and the actual performance of the Company payable in cash, and (4) a continuation of all his health and medical benefits for a three year period following the termination date. If the termination of employment takes place following a Change in Control, he will receive (1) a lump sum payment in monthly installments equal to three times his current base salary payable on the 30^th day after the termination date, (2) a lump sum payment equal to three times the greater of the prior year’s annual bonus amount or the average of the prior three years’ annual bonus amounts, (3) a pro-data annual bonus based on the number of days during the calendar year and the actual performance of the Company payable in cash, and (4) a continuation of all his health and medical benefits for a three year period following the termination date.

The Walters Employment Agreement also contains restrictive covenants imposing non-competition obligations, restricting the solicitation of Company employees, protecting confidential information and requiring cooperation in litigation, as well as other covenants, during his employment and for specified periods after the termination of employment.

The foregoing summaries of the First Amendment and Walters Employment Agreement do not purport to be complete and are qualified in their entirety by the First Amendment and the Walters Employment Agreement, which are attached hereto as Exhibits 10.2 and 10.3, respectively, and incorporated herein by reference.

Departure of President and Chief Executive Officer

On September 30, 2008, Sovereign replaced Joseph P. Campanelli as President and Chief Executive Officer of the Company and Sovereign Bank (the "Bank”). Also, effective as of September 30, 2008, Mr. Campanelli has resigned from the Board and from the board of directors of all subsidiaries of the Company.

Mr. Campanelli’s employment will the Company will otherwise terminate as of October 30, 2008. For purposes of each employment, equity compensation or benefit agreement, plan or arrangement of the Company and its subsidiaries to which Mr. Campanelli is a party or otherwise participates, Mr. Campanelli’s departure constitutes a termination other than for “cause” (as such term is defined in any such applicable agreement, plan or arrangement).

Separation and Consulting Agreement

On September 30, 2008, the Company entered into a Separation and Consulting Agreement with Mr. Campanelli (the "Separation Agreement”) setting forth the terms of his termination of employment.

In accordance with the terms of Mr. Campanelli’s employment agreement, dated January 16, 2007, the Separation Agreement reflects that Mr. Campanelli will receive (1) a severance payment of $3,218,866, (2) continued eligibility for a target bonus for the 2008 calendar year, but prorated to reflect the period of his employment during 2008 (which bonus amount, if any, shall be based on the same Company performance targets and other business criteria as shall apply to such bonuses for executive officers of the Company generally), (3) his total accrued benefit under the Enhanced Executive Retirement Plan in the amount of $4,338,076, (4) full vesting and distribution of his entire account (29,125 shares) under the Sovereign Bancorp, Inc. Bonus Recognition and Retention Plan, (5) full vesting of his nonqualified stock options under the Company’s 2001 Stock Incentive Plan, (6) a cash payment, in respect of each of his 341,495 shares of restricted stock, equal to the fair value per share of the Company’s common stock, and (7) continued participation in the Company’s welfare benefit plans for a limited time. Under the Separation Agreement, Mr. Campanelli’s stock options will remain exercisable for two years following his termination of employment.

In addition to the foregoing, under the terms of the Separation Agreement, Mr. Campanelli will provide limited consulting services to the Company for one year for a fee of $25,000 per month. Mr. Campanelli is subject to restrictive covenants under the Separation Agreement, which prohibit him from competing with, and soliciting employees from, the Company and its affiliates for one year following his termination of employment.

The foregoing summary of the Separation Agreement does not purport to be complete and is qualified in its entirety by the Separation Agreement, which is attached hereto as Exhibit 10.4 and incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On September 30, 2008, the Board amended its bylaws by amending and restating Article V, Section 5.02 of the bylaws (Appointment of Committees) thereof to clarify language that the Board shall have sole authority to appoint the members of and a chairman for each Board committee. A copy of the amendment to the Company’s bylaws is incorporated herein by reference and attached hereto as Exhibit 3.1.

Item 9.01 Financial Statements and Exhibits.


Exhibit No.		Description
3.1		Amendment to Article V, Section 5.02 of the Bylaws of Sovereign Bancorp, Inc.
10.1		Employment Agreement, dated September 30, 2008, between Sovereign Bancorp, Inc. and Paul A. Perrault.
10.2		First Amendment to Employment Agreement, dated September 30, 2008, between Sovereign Bancorp, Inc. and Kirk W. Walters.
10.3		Employment Agreement, dated September 30, 2008, between Sovereign Bancorp, Inc. and Kirk W. Walters.
10.4		Separation and Consulting Agreement, dated September 30, 2008, between Sovereign Bancorp, Inc. and Joseph P. Campanelli.
99.1		Press Release, dated September 30, 2008, of Sovereign Bancorp, Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SOVEREIGN BANCORP, INC.

Dated: September 30, 2008

By: /s/ Stacey V. Weikel
Name: Stacey V. Weikel
Title: Senior Vice President

Exhibit Index


Exhibit No.		Description
3.1		Amendment to Article V, Section 5.02 of the Bylaws of Sovereign Bancorp, Inc.
10.1		Employment Agreement, dated September 30, 2008, between Sovereign Bancorp, Inc. and Paul A. Perrault.
10.2		First Amendment to Employment Agreement, dated September 30, 2008, between Sovereign Bancorp, Inc. and Kirk W. Walters.
10.3		Employment Agreement, dated September 30, 2008, between Sovereign Bancorp, Inc. and Kirk W. Walters.
10.4		Separation and Consulting Agreement, dated September 30, 2008, between Sovereign Bancorp, Inc. and Joseph P. Campanelli.
99.1		Press Release, dated September 30, 2008, of Sovereign Bancorp, Inc.

EX-3.1 2 c75623exv3w1.htm EXHIBIT 3.1 Filed by Bowne Pure Compliance

Exhibit 3.1

Amendment to Article V, Section 5.02 of the Bylaws of Sovereign Bancorp, Inc.

Article V, Section 5.02 of the Bylaws of Sovereign Bancorp, Inc. is hereby amended and restated in its entirety to read as follows:

“The Board of Directors shall appoint the members and a chairman for each committee. If the appointees accept their appointment, they shall serve for one (1) year or until their successors are appointed. The Board of Directors shall have the power to fill any vacancies occurring on any committee and to remove and replace a member of any committee. Unless otherwise provided, a Director may be a member of more than one (1) committee.”

EX-10.1 3 c75623exv10w1.htm EXHIBIT 10.1 Filed by Bowne Pure Compliance

Exhibit 10.1

EXECUTION COPY

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (this “Agreement”), dated September 30, 2008, between Sovereign Bancorp, Inc., a Pennsylvania Corporation (the “Company” or “SBI”), and Paul A. Perrault (the “Executive”).

W I T N E S S E T H:

WHEREAS, effective on January 3, 2009 or such earlier date on which Executive commences employment (the “Effective Date”), the Company desires to employ the Executive as its President and Chief Executive Officer and so that it will have the benefit of his ability, experience and services, and the Executive is willing to enter into an agreement to that end, upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby covenant and agree as follows:

1. Employment of Executive

The Company hereby agrees to employ the Executive as the President and Chief Executive Officer of the Company, and the Executive hereby agrees to be employed by the Company in such capacities, on, and subject to, the terms and conditions of this Agreement.

2. Term and Employment Period

(a) The term of this Agreement shall commence on the Effective Date and shall expire on the date that is the third anniversary thereof, provided, however, that on the first anniversary of the Effective Date and on each anniversary date thereof, unless previously terminated, the term of this Agreement shall be automatically extended for successive one-year periods unless the Company or the Executive has provided notice in writing to the other party of its intention not to extend the term of this Agreement no later than 90 days prior to the expiration of the then-applicable expiration date. The initial term of this Agreement and any extensions thereof in accordance with the preceding sentence are hereinafter referred to collectively as the “Agreement Term.” The portion of the Agreement Term during which the Executive is actually employed by the Company is hereinafter referred to as the “Employment Period.” Upon termination of the Employment Period for any reason, the Executive agrees that he shall resign from all positions as an officer or director of the Company or any subsidiary of the Company, without limitation of any rights of the Executive under Section 7 hereof.

(b) Notwithstanding the provisions of Section 2(a) hereof, the Effective Date shall not occur and the Employment Period shall not become effective, and the terms of this Agreement shall be cancelled and of no further force or effect, in the event that at any time prior to the Effective Date one of the following shall occur: (i) the Executive becomes unable to perform the requirements of his position under this Agreement by reason of death, permanent disability or a material legal impairment, or (ii) a Change in Control, as defined in Section 6(e) of this Agreement, shall have occurred. Notwithstanding anything contained herein, in the event of a cancellation under this Section 2(b)(ii), the Executive shall receive the following: (i) an amount equal to one (1) times the Base Salary plus (ii) an amount equal to one (1) times 100% of the target Annual Bonus plus (iii) 66,667 shares of Company common stock, which represents the number of shares of Restricted Stock that would have vested on January 3, 2010 pursuant to the Agreement. The payments described in clauses (i), (ii) and (iii) shall be made within 5 days of the cancellation of the Agreement under this Section 2(b)(ii).

3. Position, Duties and Responsibilities

(a) The Executive shall serve as, and with the title, offices and authority of the President and Chief Executive Officer of the Company. The Company shall also cause the Executive to be appointed to the offices of the President and Chief Executive Officer of Sovereign Bank, a Federal Savings Bank and wholly-owned subsidiary of the Company (the “Bank”) unless otherwise precluded by a governing bank or regulatory authority. Further, the Executive shall have such other executive titles as may be given to him from time to time by the Board of Directors of the Bank or of any affiliate. The Executive shall have all the powers and duties conferred upon the President and Chief Executive Officer pursuant to the Company’s Bylaws, subject only to the control of the Board of Directors (the “Board”). The Executive shall report directly to the Board.

(b) The Executive agrees to devote substantially all of his business time, efforts and skills to the performance of his duties and responsibilities under this Agreement; provided, however, that nothing in this Agreement shall preclude the Executive from devoting reasonable periods required for participating in professional, educational, philanthropic, or community activities or managing his personal investments or other personal business. The Executive shall be permitted to serve on the board of directors of the Shelburne Museum and, subject to the prior written approval of the Board, the boards of directors of other corporations or organizations.

(c) The Executive shall perform his duties at the offices of the Company located in Boston, Massachusetts, but from time to time the Executive may be required to travel to other locations in the proper conduct of his responsibilities under this Agreement. The Executive shall be reimbursed for all business and travel expenses in accordance with Company’s policies for expense reimbursement.

4. Compensation and Benefits

In consideration of the services rendered by the Executive during the Employment Period, the Company shall provide the Executive with the compensation and benefits set forth below.

(a) Base Salary. The Company shall pay the Executive a base salary (the “Base Salary”) at the rate of $800,000 per annum. The Board will review the Base Salary at least annually for possible increases as it deems appropriate. The Base Salary shall be paid in accordance with the normal payroll practices of the Company.

(b) Annual Bonus. Contingent upon the Company achieving the annual bonus objectives established for it by the Board in consultation with Executive (which objectives may be based on Company or individual performance objectives), the Company shall provide the Executive with the opportunity to earn an annual performance bonus (“Annual Bonus”) under the terms of any bonus plan maintained from time to time for senior bank executive officers of the Company as in effect from time to time, with a target bonus percentage of at least 100% of the Executive’s Base Salary for each calendar year; but in no event shall the Annual Bonus be more than 200% of Executive’s Base Salary for the calendar year. The Annual Bonus shall be paid in such amounts and at such times as may be approved by the Board in its discretion. Notwithstanding the foregoing, in the event the Executive’s employment continues to or beyond January 2, 2010, and conditioned upon such continued employment, Executive shall be paid a minimum Annual Bonus of $600,000 for the 2009 calendar year, within 30 days thereafter, and will be eligible for a greater Annual Bonus based upon Company or individual performance objectives referenced in this Section 4(b).

(c) Employee Benefits. The Executive shall be entitled to participate in all employee benefit plans and programs of the Company in which other senior management of the Company generally are eligible to participate from time to time, including, without limitation, any qualified or non-qualified pension or savings plans, any death benefit or disability benefit plans, any medical, dental, health or other welfare plans that are provided by the Company.

(d) Auto Allowance. Executive shall be entitled to a Company-provided automobile (with a value up to $85,000) to be used in part for Company business, commencing on the Effective Date. The Company shall be responsible for paying all costs related to such automobile, including without limitation maintenance, registration costs, fuel and insurance.

(e) Parking. During the Employment Period, the Company shall pay for the cost of Executive’s parking at 75 State Street or such other mutually agreeable location.

(f) Temporary Housing; Relocation Costs. The Company shall pay for the cost of temporary housing in the Greater Boston Metropolitan Area for Executive in a two-bedroom furnished apartment at Devonshire (or comparable arrangement) during the Employment Period until the earlier of January 3, 2010 or the Executive’s permanent relocation to the Greater Boston Metropolitan Area. Notwithstanding anything contained herein, the Company shall provide “tax assistance” as that term is used in the Company Executive Relocation Policy with respect to such temporary housing payments made pursuant to this Section 4(a) during the Employment Period until the earlier of January 3, 2010 or the Executive’s permanent relocation to the Greater Boston Metropolitan Area. Upon Executive’s relocation to the Greater Boston Metropolitan Area from his current principal residence, the Company shall also provide Executive a “Miscellaneous Expense Allowance” in accordance with the Company’s Relocation Policy, as amended, to be paid within the first two (2) months of the Employment Period. For the avoidance of doubt, the Executive shall be entitled to (i) all payments and benefits of the Company Executive Relocation Policy applicable to the Executive’s level and (ii) “tax assistance” pursuant to the Executive Relocation Policy with respect to all expenses that constitute taxable income to the Executive except to the extent that such expenses are tax deductible.

(g) Certain Club Dues and Expenses. Executive shall be paid or reimbursed for country club dues or other social club dues at two (2) such clubs during the Employment Period. The identity of each club will be mutually agreed upon by the Company and the Executive.

5. Equity Incentive Grants

(a) Restricted Stock.

(i) On the Effective Date, the Company shall grant 200,000 shares of restricted Company common stock (the “Restricted Stock”) to Executive subject to (A) the terms of the Company’s equity incentive plan or plans, as determined by the Board in its discretion (each an “Incentive Compensation Plan”) and the terms of the applicable award agreement, and (B) the conditions below. The vesting schedule for the Restricted Stock shall be as follows:

	(1)		66,667 shares of Restricted Stock shall become vested on January 3, 2010, subject to the continued employment of Executive through such date.

	(2)		66,666 shares of Restricted Stock shall become vested on January 3, 2011, subject to the continued employment of Executive through such date; and

	(3)		66,666 shares of Restricted Stock shall become vested on January 3, 2012, subject to the continued employment of Executive through such date.

(ii) Any shares of Restricted Stock that have not become vested prior to the termination of Executive’s employment shall, upon such termination, be automatically forfeited and shall never vest. In the event of a Change in Control (as defined in Section 6(e) hereof), all shares of Restricted Stock that have not previously vested and that have not been forfeited in accordance with the foregoing shall become automatically vested upon the effective date of the Change in Control.

(b) Options

(i) On the Effective Date, the Company shall grant to Executive an option to purchase 1,000,000 shares of the Company’s common stock (the Option”) subject to (A) the terms of the Company’s Incentive Compensation Plan and the terms of the applicable award agreement, and (B) the conditions below. The exercise price of the Option shall be equal to the fair market value of the Company’s common stock on the date of grant or on such later date as specified in the Option, as determined in accordance with the terms of the Incentive Compensation Plan. The vesting schedule of the Option shall be as follows:

Tranche A (150,000 Shares) — Time Vested

(1)

50,000 shares of the Option shall become vested on January 3, 2010, subject to the continued employment of Executive through such date.

(2)

50,000 shares of the Option shall become vested on January 3, 2011, subject to the continued employment of Executive through such date

(3)

50,000 shares of the Option shall become vested on January 3, 2012, subject to the continued employment of Executive through such date.

Tranche B (850,000 Shares) — Performance Vested

(1)

284,000 shares of the Option shall become vested on January 3, 2010, subject to (A) the continued employment of Executive through such vesting date, and (B) the Stock Price (as defined below) equaling at least 25% more than the closing trade price of the Company’s common stock on the New York Stock Exchange (or other exchange or NASDAQ, as applicable) on the date of grant (the “Grant Price”).

(2)

283,000 shares of the Option shall become vested on January 3, 2011, subject to (A) the continued employment of Executive through the such vesting date, and (B) the Stock Price equaling at least 50% more than the Grant Price.

(3)

283,000 shares of the Option shall become vested on January 3, 2012 subject to (A) the continued employment of Executive through the such vesting date, and (B) the Stock Price equaling at least 75% more than the Grant Price.

(4)

on January 3, 2014, a number of shares equal to 850,000 less the number of shares that have previously become vested in accordance with (1) through (3) above, subject to (A) the continued employment of Executive through the such vesting date, and (B) the Stock Price having attained a level representing at least 40% more than the Grant Price.

For purposes hereof, “Stock Price” shall mean the average of the closing trade prices of the Company’s common stock on the New York Stock Exchange (or other exchange or NASDAQ, as applicable) on each trading day during the 60 consecutive calendar day period prior to the respective vesting dates.

(ii) Any Options that have not vested prior to the termination of Executive’s employment shall, upon such termination, be automatically forfeited and shall never vest. In the event of a Change in Control (as defined in Section 6(e) hereof), all Options that have not previously vested and that have not been forfeited in accordance with the foregoing shall become automatically vested upon the effective date of the Change in Control.

(c) The Executive shall also be eligible to receive additional grants of equity incentives pursuant to the Company’s equity incentive plans, at such times and on such terms and conditions as may be approved by the Board. However, it is not contemplated that the Executive shall receive additional grants of equity incentives during the first three years of the Agreement Term, other than as may be granted pursuant to the Company’s equity incentive plans, at such times and on such terms and conditions as may be approved by the Board.

6. Termination of Employment

The Employment Period may be terminated during the Agreement Term upon the occurrence of any of the following events:

(a) Termination for Cause. The Company may terminate the Executive’s employment hereunder for Cause. For purposes of this Agreement, “Cause” shall mean the occurrence of one or more of the following events: (i) the Executive’s willful failure or refusal to perform his material duties to the Company or its affiliates, (ii) the Executive’s willful disregard of any lawful instructions of the Board that are consistent with the Company’s By-laws and the Executive’s positions with the Company or its affiliates, (iii) the Executive’s willful misconduct or gross negligence in the performance of his material duties to the Company, (iv) the Executive’s conviction of, or plea of nolo contendere to, a felony or other crime involving moral turpitude, (v) the commission by the Executive of a willful act of fraud or material dishonesty with respect to any material matter involving the Company, its affiliates or any of the Company’s customers or clients, (vi) the Executive fails or refuses to meaningfully cooperate with any internal or external investigation involving the Company or its affiliates or their business, without good cause, or (vii) any government regulatory agency recommends or orders, in either case in writing, that the Company of the Bank terminate the employment of Executive or relieve him of his duties (other than solely as a result of any future legislation, regulations or judicial decision which makes Executive ineligible to hold certain offices at both the Company and the Bank).

Notwithstanding the foregoing, in no event shall the Executive’s employment be considered to have been terminated for “Cause” unless and until the Executive receives a copy of a resolution adopted by the Board finding that, in the good faith opinion of the Board, the Executive is guilty of acts or omissions constituting Cause, which resolution has been duly adopted by an affirmative vote of a majority of the Board. Any such vote shall be taken at a meeting of the Board called and held for such purpose, after reasonable written notice is provided to the Executive setting forth in reasonable detail the facts and circumstances claimed to provide a basis of termination for Cause and specifically referencing applicable provision(s) of this Section 6(a), and the Executive is given an opportunity, together with counsel, to be heard before the Board. In the case of the first occurrence of any of the above enumerated “Cause” events, the Executive shall have the opportunity to cure, if curable, any such acts or omissions within 15 days following the Executive’s receipt of such resolution. Where used in this Section 6(a), the term “willful” shall require that the action or omission was done in bad faith and without reasonable belief that such action or omission was in the best interests of the Company.

(b) Termination without Cause. The Company shall have the right to terminate the Executive’s employment hereunder other than for Cause, upon 30 days advance written notice to the Executive, subject to the consequences of such termination as set forth in this Agreement.

(c) Resignation for Good Reason. The Executive may voluntarily terminate his employment hereunder for Good Reason. For purposes of this Agreement, “Good Reason” shall mean: (i) any reduction in Base Salary by the Company, or any other material breach by the Company of the compensation and benefits provisions set forth in Sections 4 and 5 hereof; (ii) any removal of the Executive from the position of President, or Chief Executive Officer of the Company, or any requirement that the Executive report to anyone other than the Board; (iii) any material diminution in the Executive’s authority or responsibilities with the Company or the Bank from that provided in Section 3(a) hereof; (iv) the occurrence of a Change in Control in which the Executive does not become the President and Chief Executive Officer of the ultimate parent company of the company or companies that result from the transaction; or (v) any relocation by the Company, without the Executive’s consent, of the Executive’s principal business office outside of the Boston, Massachusetts metropolitan area.

Notwithstanding the foregoing, in no event shall the Executive be considered to have terminated his employment for “Good Reason” unless and until (i) the Company receives written notice from the Executive, within 30 days following the occurrence of the event alleged to constitute Good Reason, and setting forth in reasonable detail the facts and circumstances claimed to provide a basis of termination for Good Reason and specifically referencing applicable provisions of this Section 6(c), and (ii) such acts or omissions are not cured by the Company within 15 days following the Company’s receipt of such notice.

(d) Resignation without Good Reason. The Executive may voluntarily terminate his employment hereunder for any reason, including for any reason that does not constitute Good Reason, upon 30 days advance written notice to the Company.

(e) Change in Control. 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 Securities Exchange Act of 1934, as amended), except for any of SBI’s employee benefit 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 “Benefit Plan(s)”) , is or becomes the beneficial owner, directly or indirectly, of SBI’s securities representing 19.9% or more of the combined voting power of SBI’s then outstanding 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 the Investment Agreement (the “Investment Agreement”), between SBI and Banco Santander Central 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 other than a Buyer Acquisition Transaction contemplated in Sections 8.06 through 8.08 and 8.10 of the Investment Agreement;

(ii) there occurs a contested proxy solicitation of SBI’s shareholders that results in the contesting party obtaining the ability to vote securities representing 19.9% or more of the combined voting power of SBI’s then outstanding securities;

(iii) a binding written agreement is executed (and, if legally required, approved by SBI’s shareholders) providing for a sale, exchange, transfer or other disposition of all or substantially all of the assets of SBI or of the Bank to another entity, except to an entity controlled directly or indirectly by SBI;

(iv) the shareholders of SBI approve a merger, consolidation, or other reorganization of SBI, unless:

(A) under the terms of the agreement approved by SBI’s shareholders providing for such merger, consolidation or reorganization, the shareholders of SBI immediately before such merger, consolidation or reorganization, will own, directly or indirectly immediately following such merger, consolidation or reorganization, at least 51% of the combined voting power of the outstanding voting securities of SBI resulting from such merger, consolidation or reorganization (the “Surviving Corporation”) in substantially the same proportion as their ownership of the voting securities immediately before such merger, consolidation or reorganization;

(B) under the terms of the agreement approved by SBI’s shareholders providing for such merger, consolidation or reorganization, the individuals who were members of the Board of Directors of SBI immediately prior to the execution of such agreement will constitute at least 51% of the members of the board of directors of the Surviving Corporation after such merger, consolidation or reorganization; and

(C) based on the terms of the agreement approved by SBI’s shareholders providing for such merger, consolidation or reorganization, no Person (other than (A) SBI or any Subsidiary of SBI, (B) any Benefit Plan, (C) the Surviving Corporation or any Subsidiary of the Surviving Corporation, or (D) any Person who, immediately prior to such merger, consolidation or reorganization had beneficial ownership of 19.9% or more of the then outstanding voting securities) will have beneficial ownership of 19.9% or more of the combined voting power of the Surviving Corporation’s then outstanding voting securities;

(v) a plan of liquidation or dissolution of SBI, other than pursuant to bankruptcy or insolvency laws, is adopted;

(vi) during any period of two consecutive years, individuals, who at the beginning of such period, constituted the Board of Directors of SBI cease for any reason to constitute at least a majority of the Board of Directors of SBI unless the election, or the nomination for election by SBI’s shareholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period;

(vii) the occurrence of a Triggering Event within the meaning of the Second Amended 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, and as it may be further amended from time to time; or

(viii) the occurrence of any other event which is irrevocably designated as a “change in control” for purposes of this Agreement by resolution adopted by a majority of the then non-employee directors of SBI.

Notwithstanding clause (i), a Change in Control shall not be deemed to have occurred if a Person becomes the beneficial owner, directly or indirectly, of SBI’s securities representing 19.9% or more of the combined voting power of SBI’s then outstanding securities solely as a result of an acquisition by SBI of its voting securities which, by reducing the number of shares outstanding, increases the proportionate number of shares beneficially owned by such Person to 19.9% or more of the 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 voting power of SBI’s then outstanding securities by reason of share purchases by SBI and shall, after such share purchases by SBI, become the beneficial owner, directly or indirectly, of any additional voting securities of SBI (other than as a result of a stock split, stock dividend or similar transaction), then a Change in Control of SBI shall be deemed to have occurred with respect to such Person under Clause (a). In no event shall a Change in Control of SBI be deemed to occur under Clause (a) with respect to Benefit Plans.

(f) Disability. The Executive’s employment hereunder shall terminate upon his Disability. For purposes of this Agreement, “Disability” shall mean that the Executive is incapacitated or disabled by accident, sickness or otherwise so as to render him mentally or physically incapable of performing the services required to be performed by him for a period of 180 consecutive days or longer, or for an aggregate of 270 days or more during any 12-month period.

(g) Death. The Executive’s employment hereunder shall terminate automatically upon his death.

7. Rights upon Termination of Employment

In the event the Executive’s employment by the Company is terminated during the Agreement Term, the Executive shall be entitled to the payments and benefits specified below:

(a) Resignation for Good Reason; Termination without Cause in the Absence of Change in Control. In the event the Executive voluntarily terminates his employment hereunder for Good Reason, or the Executive’s employment hereunder is terminated by the Company other than for Cause, death or Disability, and no Change in Control shall have occurred on or prior to the effective date of termination of employment (“Termination Date”), the Company shall provide the Executive with the payments and benefits set forth below:

(i) Accrued Rights. The Company shall pay the Executive the “Accrued Rights” as follows: (A) any accrued, but unpaid Base Salary through the Termination Date, payable in accordance with the normal payroll practices of the Company, (B) any earned but unpaid Annual Bonus in accordance with the terms of the Company’s annual bonus plan for any completed calendar year prior to the Termination Date, payable in accordance with terms of the annual bonus plan, (C) any unreimbursed business expenses as of the Termination Date, payable in accordance with Company policy; and (D) all payments, rights and benefits due as of the Termination Date under the terms of the Company’s employee and fringe benefit plans and programs in which the Executive participated during the Employment Period, in addition to any rights or benefits required by statute; and

(ii) Severance Benefit. In addition to the Accrued Rights, and subject to (A) Executive’s continuing compliance with the restrictive covenants set forth in Section 9 hereof, and (B) the execution and delivery by the Executive of a release of claims in the form set forth in Exhibit A hereto within 21 days after the Termination Date, and the non-revocation thereof, the Company shall provide the Executive with severance payments and benefits (“Severance Benefits”) as follows:

(A) the Company shall pay the Executive an amount equal to two (2) times the Executive’s then-current Base Salary, payable in a lump-sum on the 30^th day after the Termination Date;

(B) the Company shall pay the Executive an amount equal to two (2) times the greater of (i) the Annual Bonus amount earned by the Executive for the most recently completed calendar year prior to the Termination Date; or (ii) the average of the Annual Bonus amounts earned by the Executive for the three (3) most recently completed calendar years prior to the Termination Date (or if not applicable, the target Annual Bonus amount), payable in a lump-sum on the 30th day after the Termination Date;

(C) for the year in which the Termination Date occurs, the Executive shall be entitled to receive a pro-rata Annual Bonus, based on the number of days during the calendar year prior to the Termination Date, and based upon the actual performance of the Company under the terms of the annual bonus plan, which shall otherwise be applied on the same basis as applied to members of the senior management generally, payable in cash at the time bonuses are paid under the annual bonus plan generally; and

(D) during the three year period following the Termination Date (the “Severance Period”), the Company shall continue to provide, for the benefit of the Executive and his eligible dependents, the medical and health care coverage that is provided to employees of the Company generally during such period, with the same employee cost sharing as applies to active employees of the Company during such period.

(b) Resignation for Good Reason; Termination without Cause After Change in Control. In the event the Executive voluntarily terminates his employment hereunder for Good Reason, or the Executive’s employment hereunder is terminated by the Company other than for Cause, death or Disability, in either case, on or after a Change in Control shall have occurred, or during the 3 month period prior thereto the Company shall provide the Executive with the payments and benefits set forth below:

(i) Accrued Rights. The Company shall pay the Executive the Accrued Rights as described in Section 7(a)(i); and

(A) the Company shall pay the Executive an amount equal to three (3) times the Executive’s then-current Base Salary, payable in a lump-sum on the 30^th day after the Termination Date;

(B) the Company shall pay the Executive an amount equal to three (3) times the greater of (i) the Annual Bonus amount earned by the Executive for the most recently completed calendar year prior to the Termination Date; or (ii) average of the Annual Bonus amounts earned by the Executive for the three (3) most recently completed calendar years prior to the Termination Date (or if not applicable, the target Annual Bonus amount), payable in a lump-sum on the 30^th day after the Termination Date;

(D) during the three year period following the Termination Date (the “CIC Severance Period”), the Company shall continue to provide, for the benefit of the Executive and his eligible dependents, the medical and health care coverage that is provided to employees of the Company generally during such period, with the same employee cost sharing as applies to active employees of the Company during such period.

(c) Termination for other Reasons. In the event the Executive voluntarily terminates his employment hereunder other than for Good Reason, the Company terminates the Executive’s employment for Cause, or the Executive’s employment is terminated by reason of death or Disability, the Executive shall not be entitled to the Severance Benefits or the CIC Severance Benefits, but shall be entitled to the payment and benefits provided by the Accrued Rights.

8. Additional Payments following a Change in Control

(a) If it shall be determined that any amount paid, distributed or treated as paid or distributed by the Company to or for the Executive’s benefit (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 8) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, being hereinafter collectively referred to as the “Excise Tax”), then the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) to be paid to the relevant taxing authority on the Executive’s behalf in an amount such that after payment by the Executive of all federal, state and local taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

(b) All determinations required to be made under this Section 8, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by a nationally recognized accounting firm designated by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and the Executive within 15 business days of the receipt of notice from the Company that there has been a Payment, or such earlier time as is requested by the parties. The Accounting Firm shall not be an accounting firm serving as accountant or auditor for the Company or for the individual, entity or group affecting the Change of Control. All fees and expenses of the Accounting Firm shall be borne by the Company. Any Gross-Up Payment, as determined pursuant to this Section 8, shall be paid by the Company to the relevant taxing authority on Executive’s behalf on the date that any relevant payment is otherwise payable to the Executive. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to this Section 8 and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the Executive’s benefit.

such representation and payment of costs and expense. Without limitation on the foregoing provisions of this Section 8, the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay such claim and sue for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis, and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the Executive’s taxable year with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority, so long as such action does not have a material adverse effect on the contest being pursued by the Company.

(d) If, after the Executive’s receipt of an amount advanced by the Company pursuant to this Section 8, the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company’s complying with the requirements of this Section 8) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the Executive’s receipt of an amount advanced by the Company pursuant to this Section 8, a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

9. Restrictive Covenants

best interest of the Company, or as may be required by law or judicial process. The Executive will use his best efforts at all times to hold in confidence and to safeguard any Confidential Information from falling into the hands of any unauthorized person and, in particular, will not permit any Confidential Information to be read, duplicated or copied. The Executive will return to the Company all Confidential Information in the Executive’s possession or under the Executive’s control whenever the Company shall so request, and in any event will promptly return all such Confidential Information if the Executive’s relationship with the Company is terminated for any or no reason and will not retain any copies thereof. For purposes hereof, the term “Confidential Information” shall mean any information or data used by or belonging or relating to the Company or any of its affiliates that is not known generally to the industry in which the Company is or may be engaged and which the Company maintains on a confidential basis, including, without limitation, any and all trade secrets, proprietary data and information relating to the Company’s business and products, price list, customer lists, processes, procedures or standards, manuals, business strategies, records, drawings, specifications, designed, financial information, whether or not reduced to writing, or information or data which the Company advises the Executive should be treated as confidential information.

(b) Non-Competition. The Executive acknowledges that he is expected to establish favorable relations with the customers, clients and accounts of the Company and will have access to trade secrets of the Company. Therefore, in consideration of the foregoing and the rights and benefits provided to the Executive under this Agreement, including the Severance Benefits or the CIC Severance Benefits, as applicable, the Executive agrees that, during the Employment Period and for one year following termination of the Executive’s employment for any reason, the Executive shall not, without the express written consent of the Company, become employed by, provide services to, or be affiliated in any way with, whether as an officer, employee, consultant, advisor or in any other capacity, directly or indirectly, any bank that offers products and services similar or equivalent to those offered by the Bank (i) in the following states: New Hampshire, Massachusetts, Rhode Island, Connecticut, New Jersey, and Pennsylvania, (ii) in the New York metropolitan area, (iii) on Long Island or (iv) if such bank has a banking branch office within fifty (50) miles of a banking branch of the Company or any subsidiaries of the Company as of the Termination Date. If any court determines that the covenant not to compete, or any part thereof, is unenforceable because of the duration of such provision or the geographic area or scope covered thereby, such court shall have the power to reduce the duration, area or scope of such provisions and, in its reduced form, such provision shall then be enforceable and shall be enforced.

(c) Non-Solicitation. The Executive further agrees that, during the Employment Period and for one year following termination of the Executive’s employment for any reason, the Executive shall not, without the express written consent of the Company, (i) solicit any employees of the Company or its affiliates to terminate their employment with the Company or any affiliate, or (ii) solicit any customers or client of the Company or its affiliates to cease doing business, in whole or in part, with the Company or any affiliate.

(d) Specific Performance. Recognizing that irreparable damage will result to the Company in the event of the breach or threatened breach of any of the foregoing covenants, and that the Company’s remedies at law for any such breach or threatened breach will be inadequate, the Company, in addition to such other remedies which may be available to it, shall be entitled to an injunction, including a mandatory injunction, to be issued by any court of competent jurisdiction ordering compliance with this Agreement or enjoining and restraining the Executive from the continuation of such breach.

(e) Survival of Covenants. Any termination of the Employment Period or the Agreement Term hereunder shall not affect the provisions of this Section 9, which shall survive any such termination and remain in full force and effect in accordance with their respective terms.

10. Indemnification

The Company shall indemnify and hold harmless the Executive to the fullest extent permitted by applicable law, the Company’s By-laws and for any action or inaction of the Executive while serving as an officer or director of the Company. In addition, the Company shall cover the Executive under directors’ and officers’ liability insurance both during and, while potential liability exists, after the term of employment in the same amount and to the same extent as the Company

11. No Mitigation or Offset

The Executive shall not be required to seek other employment or to reduce any Severance Benefit payable to him hereunder, and, subject to Section 9 hereof, no Severance Benefit shall be reduced by any compensation received by the Executive from other employment. The Company’s obligation to provide any payment or benefit to the Executive under this Agreement shall not be reduced, or otherwise offset, by any amount owed by the Executive to the Company.

12. Representations by Parties

The Executive represents to the Company and the Bank that his execution of and performance under this Agreement will not constitute a violation by him of any written or other contract, understanding, arrangement, duties or other obligation to a former employer or any other third party pertaining to his performance of personal services, solicitation of employees or customers, or other conduct on his part contemplated by this Agreement, including under his employment agreement dated June 26, 2007 with People’s United Financial Inc. (the “People’s Agreement”). The Executive further represents that his employment with People’s United Financial Inc. terminated prior to January 3, 2008 and based upon such representation the parties hereto agree that the restriction on his right to compete under the People’s Agreement lapses on or before January 3^rd, 2009. The Company represents to the Executive that this Agreement has been fully authorized by all necessary corporate action and is fully enforceable in accordance with its terms. The Company further represents that it has reviewed the People’s Agreement and confirms that is shall not require or expect the Executive to engage in any act prior to the Effective Date that would violate any of Executive’s continuing obligations under the People’s Agreement and that it does not believe that Executive’s obligations on and after the Effective Date are inconsistent with his obligations under the People’s Agreement.

13. Cooperation Covenant

Both during and after the Employment Period, the Executive shall cooperate fully with the Company at mutually convenient times and places, in connection with any ongoing administrative, regulatory, or litigation proceedings or such like matters that may arise in the future, as to matters regarding which the Executive may have personal knowledge because of his employment with the Company; provided that in no event will the Executive be required to provide any such cooperation if such cooperation is materially adverse to the Executive’s legal interests. Such cooperation will include being interviewed by representatives of the Company, and participating in such proceedings by deposition and testimony at trial. To the extent possible, the Company will limit the Executive’s cooperation to regular business hours. In any event, following the Employment Period, (i) in any matter subject to this Section 13, the Executive will not be required to act against the reasonable best interests of any new employer or new business venture in which the Executive is an employee, partner or active participant and (ii) any request for the Executive’s cooperation will take into account the Executive’s other personal and business commitments. The Company will reimburse the Executive for all reasonable expenses and costs the Executive may incur as a result of providing such assistance, including travel costs and reasonable legal fees to the extent the Executive reasonably believes, based upon the advice of counsel, that separate representation is warranted, provided the Company receives proper documentation with respect to all claimed expenses and costs. Following the Employment Period, the Executive will be entitled to an hourly fee (which fee will be mutually determined by the Company and the Executive prior to Executive’s providing any cooperation hereunder, it being agreed that such fee will be fair and reasonable in light of Executive’s compensation history) for time spent by the Executive furnishing such cooperation (other than for time spent by the Executive actually providing testimony in any legal matter), including, without limitation, for time taken in travel undertaken in connection with such cooperation, such fee to be paid promptly following the Executive’s submission of a statement setting forth the number of hours spent. Commencing on the fifth anniversary of the termination of the Employment Period, Executive will not be obligated to make more than three days (or portions thereof) per calendar year available for the purpose of providing cooperation to the Company pursuant to this paragraph.

14. Tax Withholding

All compensation payable pursuant to this Agreement shall be subject to reduction by all applicable withholding, social security and other federal, state and local taxes and deductions.

15. Section 409A Compliance

The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Code and applicable guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any provision of this Agreement would cause the Executive to be subject to the payment of interest or any additional tax under Section 409A, the parties agree, to reform such provision to try to comply with Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Section 409A, including, but not limited to, delaying the commencement of any payment under this Agreement for six (6) months following the Termination Date if it is determined that as of such Termination Date, the Executive is a “specified employee” under Section 409A and applicable guidance thereunder, and such amounts are deemed as deferred compensation subject to the requirements of Section 409A. Any payment that would have been made to the Executive during the six-month delay period, but for the operation of this section shall be made to the Executive in the seventh month following the Termination Date. In no event whatsoever shall the Company be liable for any additional tax, interest or penalties that may be imposed on the Executive by Section 409A or any damages for failing to comply with Section 409A.

16. Successors

(a) This Agreement shall be binding upon and shall inure to the benefit of the Company, its successors and any person, firm, corporation or other entity which succeeds to all or substantially all of the business, assets or property of the Company. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business, assets or property of the Company, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, the “Company” shall mean the Company as hereinbefore defined and any successor to its business, assets or property as aforesaid which executes and delivers an agreement provided for in this Section 17 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law. Notwithstanding the foregoing provisions of this Section 17(a), this Agreement shall not be assignable by the Company without the prior written consent of the Executive.

(b) This Agreement and all rights of the Executive hereunder shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amounts are due and payable to him hereunder, all such amounts, unless otherwise provided herein, shall be paid to the Executive’s designated beneficiary or, if there be no such designated beneficiary, to the legal representatives of the Executive’s estate.

17. Entire Agreement

This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and, except as specifically provided herein, cancels and supersedes any and all other agreements between the parties with respect to the subject matter hereof. Any amendment or modification of this Agreement shall not be binding unless in writing and signed by the Company and the Executive.

18. Severability

In the event that any provision of this Agreement is determined to be invalid or unenforceable, the remaining terms and conditions of this Agreement shall be unaffected and shall remain in full force and effect, and any such determination of invalidity or unenforceability shall not affect the validity or enforceability of any other provision of this Agreement.

19. Notices

All notices which may be necessary or proper for either the Company or the Executive to give to the other shall be in writing and shall be delivered by hand or sent by registered or certified mail, return receipt requested, or by air courier, to the Executive at the address on record with the Company, and shall be sent in the manner described above to the Secretary of the Company at the Company’s principal executive offices or delivered by hand to the Secretary of the Company, and shall be deemed given when sent, provided that any notice given under Section 2 or Section 6 hereof shall be deemed given only when received.

20. Governing Law

This Agreement shall be governed by and enforceable in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to the principles of conflict of laws thereof.

21. Arbitration

The Company and the Executive recognize that in the event a dispute should arise between them concerning the interpretation or implementation of this Agreement, litigation will not afford a practical resolution of the issues within a reasonable period of time. Consequently, each party agrees that all disputes, disagreements and questions of interpretation concerning this Agreement are to be submitted for resolution to the American Arbitration Association (“Association”) in Boston, Massachusetts. The Company, or the Executive, may initiate an arbitration proceeding at any time by giving written notice to the others in accordance with the rules of the Association. The arbitrator shall be selected and proceedings conducted in accordance with the Commercial Dispute Resolution Procedures of the Association. The arbitrator shall not be bound by the rules of evidence and procedure of the courts of the Commonwealth of Massachusetts but shall be bound by the substantive law applicable to this Agreement. The decision of the arbitrator, absent fraud, duress, incompetence or gross and obvious error of fact, shall be final and binding upon the parties and shall be enforceable in courts of proper jurisdiction. Following written notice of a request for arbitration, the Company, and the Executive, shall be entitled to an injunction restraining all further proceedings in any pending or subsequently filed litigation concerning this Agreement, except as otherwise provided herein.

22. Legal Fees

The Company shall pay to Executive all reasonable legal fees and expenses incurred by the Executive in attempting to obtain or enforce rights or benefits provided by this Agreement, if, with respect to any such right or benefit, he is successful in obtaining or enforcing such right or benefit (including by negotiated settlement). In the event that the Company contends at any time that the Executive has violated any of the Executive’s obligations under this Agreement, the Company shall pay all reasonable legal fees and expenses incurred by the Executive in defending against any such claim, if the Executive is successful in defending against such claim, or unless otherwise agreed, the matter is resolved by a negotiated settlement. All legal fees and expenses incurred by Executive as aforesaid shall be paid by the Company as incurred by Executive, subject to repayment by the Executive of the portion of such fees and expenses which relate to an ultimately unsuccessful attempt by him either to obtain or enforce a particular right or benefit under the Agreement or to defend against a claim that the Executive violated his obligations under the Agreement. Further, the Company shall reimburse Executive for his reasonable legal fees and expenses in negotiating this Agreement.

IN WITNESS WHEREOF, the Company and the Executive have executed this Agreement as of the date first above written.


	EXECUTIVE

	PAUL A. PERRAULT


	SOVEREIGN BANCORP, INC
		By:
		Title:

EXHIBIT A

FORM OF SEVERANCE RELEASE

THIS SEVERANCE RELEASE (“Release”) is entered into between Paul A. Perrault (“Executive”) and Sovereign Bancorp, Inc., a Pennsylvania corporation (together with its successors and assigns, “SBI”).

WHEREAS, Executive and SBI entered into an employment agreement dated September 30, 2008 (“Employment Agreement”); and

WHEREAS, Executive’s employment has terminated under the Employment Agreement under circumstances that provide him with certain significant benefits, subject to Executive’s executing this Release.

NOW, THEREFORE, in consideration of the payments set forth in the Employment Agreement and other good and valuable consideration, Executive and SBI agree as follows: Executive, on behalf of himself and his dependents, heirs, administrators, agents, executors, successors and assigns (“Executive Releasors”), hereby irrevocably and unconditionally releases, waives, and forever discharges SBI and its affiliated companies and their past and present parents, subsidiaries, affiliated corporations, partnerships, joint ventures, and their successors and assigns (“SBI Affiliated Parties”) and all of SBI Affiliated Parties’ respective past and present directors, officers, employees, agents and their representatives, successors and assigns (but as to any such individual, agent or representative, only in connection with, or in relationship to, his or its capacity as a director, officer, employee, agent, representative, successor or assign of any SBI Affiliated Party and not in connection with, or in relationship to, his or its personal or professional capacity unrelated to any SBI Affiliated Party) (collectively, “SBI Releasees”), from any and all actions, claims, demands, obligations, liabilities and causes of action of any kind or description whatsoever, in law, equity or otherwise, whether known or unknown, whether past, present,, or future that any Executive Releasor had, may have had, or now has, or may hereafter have against SBI or any other SBI Releasee, as of the date of the execution of this Release by Executive, arising out of or relating to Executive’s employment relationship, or the termination of that relationship, with SBI or any affiliate, including, but not limited to, any action, claim, demand, obligation, liability or cause of action arising under any Federal, state, or local employment law or ordinance creating or recognizing employment-related causes of action, and all amendments of any of these laws (including, but not limited to, Title VII of the Civil Rights Act of 1964, the Civil Rights Acts of 1866, 1871, 1964 and 1991, the Equal Pay Act, the Americans with Disabilities Act of 1990, the National Labor Relations Act, the Fair Labor Standards Act of 1938, the Workers Adjustment and Retraining Notification Act, the Employee Retirement Income Security Act of 1974, as amended (other than any claim for vested benefits), the Family and Medical Leave Act of 1993, the Age Discrimination in Employment Act of 1967, as amended, the Older Workers’ Benefit Protection Act of 1990, the Pennsylvania Human Relations Act, the Pennsylvania Wage Payment and Collection Law, and Mass. Gen. Laws Ch. 12, §§11H and 11I, Mass. Gen. Laws Ch. 151B), tort, contract or any alleged violation of any other legal obligation. Anything to the contrary notwithstanding in this Release or the Employment Agreement, nothing herein shall release any SBI Releasee from any claims or damages based on (i) any right or claim that arises exclusively from events occurring after

the date Executive executes this Release, (ii) any right Executive may have to payments, benefits or entitlements under the Employment Agreement or any applicable plan, policy, program or arrangement of, or other agreement with, SBI or any affiliate, (iii) Executive’s eligibility for indemnification in accordance with applicable laws or the certificate of incorporation or by-laws of SBI, or under any applicable insurance policy with respect to any liability Executive incurs or has incurred as a director, officer or employee of SBI, (iv) any right any Executive Releasor may have under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), it being acknowledged by SBI that for purposes of the Employment Agreement, the end of the Severance Period or the CIC Severance Period (whichever is applicable) shall be treated as a qualifying event for purposes of COBRA; provided any such event is permitted to be treated as a qualifying event under the applicable insurance program of the Company or (v) any right Executive may have to obtain contribution as permitted by law in the event of entry of judgment against Executive as a result of any act or failure to act for which Executive and any SBI Releasee are jointly liable. Notwithstanding the foregoing, if any SBI Releasee commences any action or proceeding in law or equity against any Executive Releasor with respect to any claim or cause of action that arose on or before the termination of Executive’s employment or otherwise asserts any such claim or cause of action against any Executive Releasor in the course of any action or proceeding in law or equity, such Executive Releasor’s release of claims pursuant to the foregoing shall not preclude the Executive Releasor from raising any affirmative defense or counterclaim directly relating to the matters asserted by the Releasee in any such action or proceeding. For the avoidance of doubt, the voiding of such release of claims shall have no effect on Executive’s right to Severance Benefits or CIC Severance Benefits pursuant to the Employment Agreement.

Executive represents that as of the date he has executed this Release he has not assigned to any other party, and agrees not to assign, any claim released by Executive herein. In addition, Executive promises never to file a lawsuit or an arbitration claim against SBI or any other SBI Releasee asserting any claim released by any Executive Releasor herein. If any federal, state or local administrative agency or court has now assumed or later assumes jurisdiction of any complaint or charge on behalf of Executive against any SBI Releasee alleging or asserting unlawful employment discrimination in connection with Executive’s employment with SBI or the termination of that employment, Executive will disclaim entitlement to any relief and, to the extent that Executive has commenced such a proceeding prior to the execution of this Release by Executive, Executive agrees to withdraw such proceeding with prejudice on or before the date on which Executive executes this Release.

Executive acknowledges that he has waived his and Executive Releasors’ Claims knowingly and voluntarily in exchange for the severance benefits set forth in the Employment Agreement, and that Executive would not otherwise have been entitled to those benefits. Executive acknowledges that he has been provided a period of at least 21 calendar days in which to consider and execute this Release. Executive further acknowledges and understands that he has seven calendar days from the date on which he executes this Release to revoke his agreement by delivering to SBI written notification (in accordance with Section 11 of the Employment Agreement) of his intention to revoke this Release. This Release becomes effective when signed by Executive unless revoked in writing by Executive in accordance with this seven-day provision. To the extent that Executive has not otherwise done so, Executive is advised to consult with an attorney prior to executing this Release.

During Executive’s employment with SBI, Executive may have obtained information regarding SBI or SBI Affiliated Parties of a confidential nature or which is a trade secret. Executive agrees that he will not use, and he will not disclose to any person or entity, other than on behalf of or for SBI’s benefit, such confidential information or any trade secret, except (i) as Executive may be authorized in writing to do so by SBI’s Board of Directors or an officer of SBI designated by such Board for such purpose or (ii) to the extent such information has entered the public domain. The parties agree that nothing in this paragraph shall preclude Executive from fulfilling any duty or obligation that he may have at law, from responding to any subpoena or official inquiry from any court or government agency, including providing truthful testimony, documents, subpoenaed or requested, or otherwise cooperating in good faith with any proceeding or investigation or from taking any reasonable actions to enforce Executive’s rights against SBI or the Bank, including under this Agreement. Executive further certifies that he has not and agrees that he will not, during the period of time between his receipt of a written notice of termination of employment and his termination date, remove from SBI or transfer by electronic or other means, documents or copies thereof relating to Executive’s duties, without the express written approval of SBI’s Board of Directors or an officer of SBI designated by it for such purpose. Notwithstanding anything to the contrary contained herein, Executive will be entitled to remove, transfer and retain (i) papers and other materials of a personal nature, including without limitation photographs, personal correspondence, personal diaries, personal calendars and rolodexes, personal phone books and files relating exclusively to his personal affairs, (ii) information showing Executive’s compensation or relating to Executive’s reimbursement of business related expenses, (iii) information Executive reasonably believes may be needed for the planning and preparation of Executive’s personal tax returns and (iv) copies of SBI and Bank compensation and benefit plans and agreements relating to Executive’s employment with or termination from SBI and/or the Bank.

Executive agrees that he remains subject to the non-competition and non-solicitation provisions of Section 8 of the Employment Agreement. SBI agrees, except as may be required by law, to refrain from performing any act, engaging in any course of conduct or course of action or making or publishing any statements, claims, allegations or assertions which it believes have, or may reasonably be expected to have, the effect of demeaning the name or business reputation of Executive and shall cause its employees, officers, directors, agents or advisors to be similarly bound when serving in such capacity. Executive agrees to refrain from performing any act, engaging in any conduct or course of action or making or publishing any statements, claims, allegations or assertions which have or may reasonably have the effect of demeaning the name or business reputation of SBI or any SBI Affiliated Party or any of its or their employees, officers, directors, agents or advisors in their capacities as such. The parties agree that nothing in this paragraph shall preclude either party or any other person referenced in this paragraph from fulfilling any duty or obligation that he, she or it may have at law, from responding to any subpoena or official inquiry from any court or government agency, including providing truthful testimony, documents, subpoenaed or requested, or otherwise cooperating in good faith with any proceeding or investigation, or from taking any reasonable actions to enforce such party’s rights against the other party, including under this Agreement, or from responding publicly to correct any incorrect, disparaging or demeaning statements, claims, allegations or assertions by the other party or any other person referenced in this paragraph.

Executive agrees to cooperate with SBI, at mutually convenient times and places, in connection with any ongoing administrative, regulatory, or litigation proceedings or such like matters that may arise in the future, as to matters regarding which the Executive may have personal knowledge because of his employment with SBI; provided that in no event will Executive be required to provide any such cooperation if such cooperation is materially adverse to Executive’s legal interests. Such cooperation will include being interviewed by representatives of SBI, and participating in such proceedings by deposition and testimony at trial. To the extent possible, SBI will limit Executive’s cooperation to regular business hours. In any event, (i) in any matter subject to this paragraph, Executive will not be required to act against the reasonable best interests of any new employer or new business venture in which Executive is an employee, partner or active participant and (ii) any request for Executive’s cooperation will take into account Executive’s other personal and business commitments. SBI will reimburse Executive for all reasonable expenses and costs Executive may incur as a result of providing such assistance, including travel costs and reasonable legal fees to the extent Executive reasonably believes, based upon the advice of counsel, that separate representation is warranted, provided SBI receives proper documentation with respect to all claimed expenses and costs. Executive will be entitled to an hourly fee (which fee will be mutually determined by SBI and Executive prior to Executive’s providing any cooperation hereunder, it being agreed that such fee will be fair and reasonable in light of Executive’s compensation history) for time spent by Executive furnishing such cooperation (other than for time spent by Executive actually providing testimony in any legal matter), including, without limitation, for time taken in travel undertaken in connection with such cooperation, such fee to be paid promptly following Executive’s submission of a statement setting forth the number of hours spent. Commencing on the fifth anniversary hereof, Executive will not be obligated to make more than three days (or portions thereof) per calendar year available for the purpose of providing cooperation to SBI pursuant to this paragraph.

This Release shall be governed by and construed and interpreted in accordance with the laws of the Commonwealth of Pennsylvania without reference to principles of conflicts of law. Should any provision of this Release be determined by any court of competent jurisdiction to be illegal or invalid, the validity of the remaining parts, terms or provisions shall not be affected and the illegal or invalid part, term, or provision will be deemed not to be a part of this Release.

IN WITNESS WHEREOF, Executive and SBI have executed this Release as of the date indicated below.

PAUL A. PERRAULT
Date:
SOVEREIGN BANCORP, INC.
By:
Its:
Date:

EX-10.2 4 c75623exv10w2.htm EXHIBIT 10.2 Filed by Bowne Pure Compliance

Exhibit 10.2

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

This AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of the 30^th day of September 2008, by and between SOVEREIGN BANCORP, INC., a Pennsylvania corporation (“SBI”), and KIRK W. WALTERS, an individual (the “Executive”).

WHEREAS, the Executive and SBI entered into an employment agreement dated as of March 3, 2008, as the same may have been amended from time to time (the “Employment Agreement”); and

WHEREAS, SBI and the Executive have agreed to amend certain provisions of the Employment Agreement in accordance with Section 12 of the Employment Agreement and the terms of this Amendment.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration, SBI and the Executive agree to the following amendments to the Employment Agreement:

	1.		The effective date of this Amendment shall be the date first written above.

	2.		The second recital is hereby amended in its entirety as follows:

			“WHEREAS, SBI and the Executive desire to enter into an agreement regarding, among other things, the employment of the Executive by SBI, as Interim Chief Executive Officer (“Interim CEO”), Interim President, and Chief Financial Officer (“CFO”) of SBI reporting to the Board of Directors of SBI (the “SBI Board”).”

	3.		Section 2 (Duties of Employee) is hereby amended in its entirety as follows:

			“2. Duties of Employee. The Executive shall perform and discharge such duties as may be reasonably assigned by the SBI Board to the Executive from time to time as the Interim CEO, Interim President, and CFO of SBI. The Company shall also cause the Executive to be appointed to the office of Interim Chief Executive Officer of Sovereign Bank, a Federal Savings Bank and wholly-owned subsidiary of SBI, unless otherwise precluded by a governing bank or regulatory authority. The Executive’s duties shall be consistent with his title and shall not be unreasonably or materially changed, considering his role in the Company. The Executive shall devote his full business time to the business of SBI and shall not, during the Employment Period (as defined in Section 3), be employed or involved in any other business activity. However, this Section 2 shall not preclude the Executive from devoting reasonable periods required for participating in professional, educational, philanthropic, or community activities or managing his personal investments or other personal business. The Executive shall be permitted to serve on the boards of directors of other corporations and organization, subject to prior written approval of the Board. The Executive shall have the title of Interim CEO, Interim President, and CFO of SBI, reporting directly to the SBI Board.”

[Signatures Page to Employment Agreement]

	4.		The introductory clause to the first sentence of Section 3 (Term of Employment) is hereby amended in its entirety as follows:

			“3. Term of Employment. The Executive’s employment under this Agreement shall be for a period (the “Employment Period”) commencing on the date of this Agreement and ending at 11:59 pm eastern standard time on January 3, 2009: unless Mr. Paul A. Perrault commences employment with the Company on an earlier date, or unless sooner terminated in accordance with one of the following provisions:”

	5.		Section 4(a) (Salary) is hereby amended in its entirety as follows:

			“(a) Salary. SBI shall pay the Executive a salary, during the Employment Period, at an rate of seven hundred thousand dollars ($700,000) per annum, payable bi-weekly (or in such manner as other senior bank executive officers are paid). The Executive’s salary for the purposes of short term incentive plans applicable with respect to 2008 and payable in 2009 shall be $550,000, which represents the salary paid to the Executive during the 2008 calendar year taking into account the increased salary under this Section 4(a).”

	6.		Capitalized terms not otherwise defined in this Amendment shall have the meanings set forth in the Employment Agreement.

	7.		Except as expressly amended by this Amendment, all other terms and provisions of the Employment Agreement (as supplemented by the offer of employment letter dated February 20, 2008 regarding, among other matters, recommended level of participation in the normal long-term incentive program with respect to service in 2008), including any prior amendments thereto, shall remain unaltered and shall continue in full force and effect.

	8.		This Amendment may be executed in counterparts, each of which shall be deemed an original and both of which shall constitute one and the same document, with the same effect as if all parties had signed on the same page.

[Signatures on following page]

[Signatures Page to Employment Agreement]

IN WITNESS WHEREOF, SBI and the Executive have duly executed and delivered this Agreement as of the day and year first above written.


	SOVEREIGN BANCORP, INC.
	By:
		Name:
		Title:


	EXECUTIVE

	Kirk W. Walters

[Signatures Page to Employment Agreement]

EX-10.3 5 c75623exv10w3.htm EXHIBIT 10.3 Filed by Bowne Pure Compliance

Exhibit 10.3

EXECUTION COPY

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (this “Agreement”), dated September 30, 2008, between Sovereign Bancorp, Inc., a Pennsylvania Corporation (the “Company” or “SBI”), and Kirk W. Walters (the “Executive”).

W I T N E S S E T H:

WHEREAS, the Executive is employed by the Company as the Interim CEO and Chief Financial Officer of the Company pursuant to the terms of an Employment Agreement by and between the Company and the Executive dated March 3, 2008 (as supplemented by a letter to the Executive from Thomas McAuliffe dated February 20, 2008, (the “Offer Letter”) and as amended effective September 30, 2008 (the “ Prior Employment Agreement”);

WHEREAS, effective on January 3, 2009 (the “Effective Date”) the Company desires to employ the Executive as its Senior Executive Vice President, Chief Administrative Officer and, Chief Financial Officer, so that it will have the benefit of his ability, experience and services, and the Executive is willing to enter into an agreement to that end, upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby covenant and agree as follows:

1. Employment of Executive

The Company hereby agrees to employ the Executive as the Senior Executive Vice President, Chief Administrative Officer, and Chief Financial Officer of the Company, and the Executive hereby agrees to be employed by the Company in such capacities, on, and subject to, the terms and conditions of this Agreement.

2. Term and Employment Period

3. Position, Duties and Responsibilities

(a) The Executive shall serve as, and with the title, offices and authority of the Senior Executive Vice President, Chief Administrative Officer and, Chief Financial Officer of the Company. The Executive’s duties shall be consistent with his title and shall not be unreasonably or materially changed, considering his role in the Company. The Company shall also cause the Executive to be appointed to the offices of Senior Executive Vice President and Chief Administrative Officer and Chief Financial Officer of Sovereign Bank, a Federal Savings Bank and wholly-owned subsidiary of the Company (the “Bank”), unless otherwise precluded by a governing bank or regulatory authority. Further, the Executive shall have such other executive titles as may be given to him from time to time by the Board of Directors of the Bank (the “Board”) or of any affiliate. The Executive shall report directly to the Chief Executive Officer.

(b) The Executive agrees to devote substantially all of his business time, efforts and skills to the performance of his duties and responsibilities under this Agreement; provided, however, that nothing in this Agreement shall preclude the Executive from devoting reasonable periods required for participating in professional, educational, philanthropic, or community activities or managing his personal investments or other personal business. The Executive shall be permitted to serve on the boards of directors of other corporations, subject to the prior written approval of the Board.

4. Compensation and Benefits

In consideration of the services rendered by the Executive during the Employment Period, the Company shall provide the Executive with the compensation and benefits set forth below.

(a) Base Salary. The Company shall pay the Executive a base salary (the “Base Salary”) at the rate of $700,000 per annum. The Board will review the Base Salary at least annually for possible increases as it deems appropriate. The Base Salary shall be paid in accordance with the normal payroll practices of the Company.

(d) Auto Allowance. During the Employment Period, Executive shall be entitled to an auto allowance of $750 per month to be applied towards the use or lease of an automobile used in part for Company business. Executive shall be responsible for the costs of purchasing or leasing an automobile as well as for paying all costs related to such automobile, including without limitation maintenance, registration costs, fuel and insurance.

(e) Parking. During the Employment Period, the Company shall pay for the cost of Executive’s parking at 75 State Street or such other mutually agreeable location.

(f) Temporary Housing; Relocation Costs. The Company shall pay for the cost of temporary housing in the Greater Boston Metropolitan Area for Executive in a two-bedroom furnished apartment at Devonshire (or comparable arrangement) until the earlier of a period of fourteen (14) months from the Effective Date or until the Executive’s permanent relocation to the Greater Boston Metropolitan Area. Notwithstanding anything contained herein, the Company shall provide “tax assistance” as that term is used in the Company Executive Relocation Policy with respect to such temporary housing payments made pursuant to this Section 4(a) until the earlier of a period of fourteen (14) months from the Effective Date or until the Executive’s permanent relocation to the Greater Boston Metropolitan Area. Upon Executive’s relocation to the Greater Boston Metropolitan Area from his current principal residence, the Company shall also provide Executive a “Miscellaneous Expense Allowance” in accordance with the Company’s Relocation Policy, as amended, to be paid within the first two (2) months of the Employment Period. For the avoidance of doubt, the Executive shall be entitled to (i) all payments and benefits of the Company Executive Relocation Policy applicable to the Executive’s level and (ii) “tax assistance” pursuant to the Executive Relocation Policy with respect to all expenses that constitute taxable income to the Executive except to the extent that such expenses are tax deductible.

5. Equity Incentive Grants

(a) Restricted Stock.

(1)

66,667 shares of Restricted Stock shall become vested on January 3, 2010, subject to the continued employment of Executive through such date.

(2)

66,666 shares of Restricted Stock shall become vested on January 3, 2011, subject to the continued employment of Executive through such date; and

(3)

66,666 shares of Restricted Stock shall become vested on January 3, 2012, subject to the continued employment of Executive through such date.

(b) Options.

(i) On the Effective Date, the Company shall grant to Executive an option to purchase 1,000,000 shares of the Company’s common stock (the Option”) subject to (A) the terms of the Company’s Incentive Compensation Plan and the terms of the applicable award agreement, and (B) the conditions below. The exercise price of the Option shall be equal to the fair market value of the Company’s common stock on the date of grant, or on such later date as specified in the Option, as determined in accordance with the terms of the Incentive Compensation Plan. The vesting schedule of the Option shall be as follows:

Tranche A (150,000 Shares) — Time Vested

(1)

50,000 shares of the Option shall become vested on January 3, 2010, subject to the continued employment of Executive through such date.

(2)

50,000 shares of the Option shall become vested on January 3, 2011, subject to the continued employment of Executive through such date

(3)

50,000 shares of the Option shall become vested on January 3, 2012, subject to the continued employment of Executive through such date.

Tranche B (850,000 Shares) — Performance Vested

(1)

(2)

(3)

(4)

6. Termination of Employment

The Employment Period may be terminated during the Agreement Term upon the occurrence of any of the following events:

(c) Resignation for Good Reason. The Executive may voluntarily terminate his employment hereunder for Good Reason. For purposes of this Agreement, “Good Reason” shall mean: (i) any reduction in Base Salary by the Company, or any other material breach by the Company of the compensation and benefits provisions set forth in Sections 4 and 5 hereof; (ii) any removal of the Executive from the position of Senior Executive Vice President or Chief Administrative Officer of the Company or Chief Financial Officer, or any requirement that the Executive report to anyone other than the Chief Executive Officer; (iii) any material diminution in the Executive’s authority or responsibilities with the Company or the Bank from that provided in Section 3(a) hereof; (iv) the occurrence of a Change in Control in which the Executive does not become the Senior Executive Vice President, Chief Administrative Officer and Chief Financial Officer of the ultimate parent company of the company or companies that result from the transaction; or (v) any relocation by the Company, without the Executive’s consent, of the Executive’s principal business office outside of the Boston, Massachusetts metropolitan area.

(e) Change in Control. As used in this Agreement, “Change in Control” means the first to occur of any of the following events:

(iv) the shareholders of SBI approve a merger, consolidation, or other reorganization of SBI, unless:

(v) a plan of liquidation or dissolution of SBI, other than pursuant to bankruptcy or insolvency laws, is adopted;

(g) Death. The Executive’s employment hereunder shall terminate automatically upon his death.

7. Rights upon Termination of Employment

In the event the Executive’s employment by the Company is terminated during the Agreement Term, the Executive shall be entitled to the payments and benefits specified below:

(A) the Company shall pay the Executive an amount equal to two (2) times the Executive’s then-current Base Salary, payable in a lump-sum on the 30^th day after the Termination Date;

(B) the Company shall pay the Executive an amount equal to two (2) times the greater of (i) the Annual Bonus amount earned by the Executive for the most recently completed calendar year prior to the Termination Date, or (ii) the average of the Annual Bonus amounts earned by the Executive for the three (3) most recently completed calendar years prior to the Termination Date (or if not applicable, the target Annual Bonus amount), payable in a lump-sum on the 30th day after the Termination Date;

(b) Resignation for Good Reason; Termination without Cause After Change in Control. In the event the Executive voluntarily terminates his employment hereunder for Good Reason, or the Executive’s employment hereunder is terminated by the Company other than for Cause, death or Disability, in either case, on or after a Change in Control shall have occurred or during the 3 month period prior thereto, the Company shall provide the Executive with the payments and benefits set forth below:

(i) Accrued Rights. The Company shall pay the Executive the Accrued Rights as described in Section 7(a)(i); and

(A) the Company shall pay the Executive an amount equal to three (3) times the Executive’s then-current Base Salary, payable in a lump-sum on the 30^th day after the Termination Date;

(B) the Company shall pay the Executive an amount equal to three (3) times the greater of (i) the Annual Bonus amount earned by the Executive for the most recently completed calendar year prior to the Termination Date; or (ii) the average of the Annual Bonus amounts earned by the Executive for the three (3) most recently completed calendar years prior to the Termination Date (or if not applicable, the target Annual Bonus amount), payable in a lump-sum on the 30^th day after the Termination Date;

8. Additional Payments following a Change in Control

any relevant payment is otherwise payable to the Executive. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to this Section 8 and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the Executive’s benefit.

(c) The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later then thirty business days after the Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim; (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company; (iii) cooperate with the Company in good faith in order to effectively contest such claim; and (iv) permit the Company to participate in any proceeding relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expense. Without limitation on the foregoing provisions of this Section 8, the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay such claim and sue for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis, and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the Executive’s taxable year with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority, so long as such action does not have a material adverse effect on the contest being pursued by the Company.

9. Restrictive Covenants

(a) Confidential Information. The Executive acknowledges that during the course of his employment by the Company he has or will have access to and knowledge of certain information and data which the Company considers confidential and the release of such information or data to unauthorized persons would be extremely detrimental to the Company. As a consequence, the Executive hereby agrees and acknowledges that he owes a duty to the Company not to disclose, and agrees that without the prior written consent of the Company, at any time, either during or after his employment with the Company, he will not communicate, publish or disclose, to any person anywhere or use, any Confidential Information (as hereinafter defined), except as may be necessary or appropriate to conduct his duties hereunder, provided the Executive is acting in good faith and in the best interest of the Company, or as may be required by law or judicial process. The Executive will use his best efforts at all times to hold in confidence and to safeguard any Confidential Information from falling into the hands of any unauthorized person and, in particular, will not permit any Confidential Information to be read, duplicated or copied. The Executive will return to the Company all Confidential Information in the Executive’s possession or under the Executive’s control whenever the Company shall so request, and in any event will promptly return all such Confidential Information if the Executive’s relationship with the Company is terminated for any or no reason and will not retain any copies thereof. For purposes hereof, the term “Confidential Information” shall mean any information or data used by or belonging or relating to the Company or any of its affiliates that is not known generally to the industry in which the Company is or may be engaged and which the Company maintains on a confidential basis, including, without limitation, any and all trade secrets, proprietary data and information relating to the Company’s business and products, price list, customer lists, processes, procedures or standards, manuals, business strategies, records, drawings, specifications, designed, financial information, whether or not reduced to writing, or information or data which the Company advises the Executive should be treated as confidential information.

(b) Non-Competition. The Executive acknowledges that he is expected to establish favorable relations with the customers, clients and accounts of the Company and will have access to trade secrets of the Company. Therefore, in consideration of the foregoing and the rights and benefits provided to the Executive under this Agreement, including the Severance Benefits or the CIC Severance Benefits, as applicable, the Executive agrees that, during the Employment Period and six (6) months following termination of the Executive’s employment for any reason, the Executive shall not, without the express written consent of the Company, become employed by, provide services to, or be affiliated in any way with, whether as an officer, employee, consultant, advisor or in any other capacity, directly or indirectly, any bank that offers products and services similar or equivalent to those offered by the Bank (i) in the following states: New Hampshire, Massachusetts, Rhode Island, Connecticut, New Jersey, and Pennsylvania, (ii) in the New York metropolitan area, (iii) on Long Island and (iv) if such bank has a banking branch office within fifty (50) miles of a banking branch of the Company or any subsidiaries of the Company as of the Termination Date. If any court determines that the covenant not to compete, or any part thereof, is unenforceable because of the duration of such provision or the geographic area or scope covered thereby, such court shall have the power to reduce the duration, area or scope of such provisions and, in its reduced form, such provision shall then be enforceable and shall be enforced.

(c) Non-Solicitation. The Executive further agrees that, during the Employment Period and for one (1) year following termination of the Executive’s employment for any reason, the Executive shall not, without the express written consent of the Company, (i) solicit any employees of the Company or its affiliates to terminate their employment with the Company or any affiliate, or (ii) solicit any customers or client of the Company or its affiliates to cease doing business, in whole or in part, with the Company or any affiliate.

10. Indemnification

11. No Mitigation or Offset

12. Representations by Parties

13. Cooperation Covenant

14. Tax Withholding

All compensation payable pursuant to this Agreement shall be subject to reduction by all applicable withholding, social security and other federal, state and local taxes and deductions.

15. Section 409A Compliance

The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Code and applicable guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any provision of this Agreement would cause the Executive to be subject to the payment of interest or any additional tax under Section 409A, the parties agree, to reform such provision to try to comply with Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Section 409A, including, but not limited to, delaying the commencement of any payment under this Agreement for six (6) months following the Termination Date if it is determined that as of such Termination Date, the Executive is a “specified employee” under Section 409A and applicable guidance thereunder, and such amounts are deemed as deferred compensation subject to the requirements of Section 409A. Any payment that would have been made to the Executive during the six-month delay period but for the operation of this section shall be made to the Executive in the seventh month following the Termination Date. In no event whatsoever shall the Company be liable for any additional tax, interest or penalties that may be imposed on the Executive by Section 409A or any damages for failing to comply with Section 409A.

16. Successors

17. Entire Agreement

This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and, effective as of the Effective Date, cancels and supersedes any and all other agreements between the parties with respect to the subject matter hereof, including without limitation the Prior Employment Agreement and the Offer Letter. Notwithstanding the foregoing, the Executive shall continue to be entitled to any accrued but unpaid compensation (including bonus compensation) under the Prior Employment Agreement or other arrangement that has not been paid as of the Effective Date and shall continue to be entitled to participation in the Company’s long-term incentive program as described in the Offer Letter. Any amendment or modification of this Agreement shall not be binding unless in writing and signed by the Company and the Executive.

18. Severability

19. Notices

20. Governing Law

This Agreement shall be governed by and enforceable in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to the principles of conflict of laws thereof.

21. Arbitration

22. Legal Fees

IN WITNESS WHEREOF, the Company and the Executive have executed this Agreement as of the date first above written.


		EXECUTIVE

		KIRK W. WALTERS

		SOVEREIGN BANCORP INC

		By:
		Title:

EXHIBIT A

FORM OF SEVERANCE RELEASE

WHEREAS, Executive and SBI entered into an employment agreement dated September 30, 2008 (“Employment Agreement”); and

any SBI Releasee from any claims or damages based on (i) any right or claim that arises exclusively from events occurring after the date Executive executes this Release, (ii) any right Executive may have to payments, benefits or entitlements under the Employment Agreement or any applicable plan, policy, program or arrangement of, or other agreement with, SBI or any affiliate, (iii) Executive’s eligibility for indemnification in accordance with applicable laws or the certificate of incorporation or by-laws of SBI, or under any applicable insurance policy with respect to any liability Executive incurs or has incurred as a director, officer or employee of SBI, (iv) any right any Executive Releasor may have under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), it being acknowledged by SBI that for purposes of the Employment Agreement, the end of the Severance Period or the CIC Severance Period (whichever is applicable) shall be treated as a qualifying event for purposes of COBRA; provided any such event is permitted to be treated as a qualifying event under the applicable insurance program of the Company or (v) any right Executive may have to obtain contribution as permitted by law in the event of entry of judgment against Executive as a result of any act or failure to act for which Executive and any SBI Releasee are jointly liable. Notwithstanding the foregoing, if any SBI Releasee commences any action or proceeding in law or equity against any Executive Releasor with respect to any claim or cause of action that arose on or before the termination of Executive’s employment or otherwise asserts any such claim or cause of action against any Executive Releasor in the course of any action or proceeding in law or equity, such Executive Releasor’s release of claims pursuant to the foregoing shall not preclude the Executive Releasor from raising any affirmative defense or counterclaim directly relating to the matters asserted by the Releasee in any such action or proceeding. For the avoidance of doubt, the voiding of such release of claims shall have no effect on Executive’s right to Severance Benefits or CIC Severance Benefits pursuant to the Employment Agreement.

IN WITNESS WHEREOF, Executive and SBI have executed this Release as of the date indicated below.


		KIRK W. WALTERS
		Date:
		SOVEREIGN BANCORP, INC.
		By:
		Its:
		Date:

EX-10.4 6 c75623exv10w4.htm EXHIBIT 10.4 Filed by Bowne Pure Compliance

Exhibit 10.4

EXECUTION COPY

SEPARATION AND CONSULTING AGREEMENT

This SEPARATION AND CONSULTING AGREEMENT (the “Agreement”) is entered into on September 30, 2008, by and between Sovereign Bancorp, Inc., a Pennsylvania corporation (the “Company”), and Joseph P. Campanelli (the “Executive”).

WHEREAS, the Executive has served as President and Chief Executive Officer of the Company and as President and Chief Executive Officer of Sovereign Bank, a Federal Savings Bank, and a wholly owned subsidiary of the Company (the “Bank”) pursuant to an Employment Agreement dated January 16, 2007 (the “Employment Agreement”); and

WHEREAS, the parties hereto wish to conclude the Executive’s employment in accordance with the Employment Agreement and on the terms set forth in this Agreement.

NOW THEREFORE, in consideration of the premises and the covenants herein, the sufficiency of which is hereby acknowledged, the Executive and the Company agree as follows:

1. Separation from Employment

The Executive’s employment with the Company shall cease effective on the date that is thirty (30) days following the date hereof (the “Termination Date”). The termination of the Executive’s employment with the Company shall be treated as an involuntary termination without “Cause” (as defined in the Employment Agreement). The Executive shall continue to be entitled to receive his current base salary and employee benefits through the Termination Date. Notwithstanding the foregoing, effective as of the date hereof, the Executive has resigned from his positions as President and Chief Executive Officer of the Company, President and Chief Executive Officer of the Bank and from his position as a member of the Board of Directors of the Company (the “Board”), and from the board of directors of all subsidiaries of the Company, including without limitation the Bank. Except as provided in Section 3 hereof, from and after the date hereof, the Executive shall not hold any office or title with the Company or any subsidiary or affiliate of the Company.

2. Separation Payments and Benefits

(a) Severance Payment. Pursuant to Section 7(b)(i) of the Employment Agreement, on the first business day following the date that is six (6) months following the Termination Date (the “Payment Date”), the Company shall make a lump sum cash payment to the Executive in the amount of $3,253,624, representing the compensation due to the Executive for the remainder of the term of the Employment Agreement and the interest accruing thereon from the Termination Date to the Payment Date.

(b) 2008 Bonus Payment. In settlement of the Company’s obligations under Section 3(b) of the Employment Agreement, the Executive shall be eligible to receive an annual bonus for the 2008 calendar year, calculated using his target bonus percentage of 133% for the year, but prorated to reflect the period of employment during such year, but prior to the Termination Date. The amount of such bonus, if any, shall be based on the same company performance targets and other business criteria as shall apply to such bonuses for the 2008 calendar year for executive officers of the Company generally, and shall be paid in cash in 2009 at the same time that such bonuses are paid to the Company’s executive officers generally, but in any event no later than March 15, 2009.

(c) Medical Benefits. In accordance with Section 7(b) of the Employment Agreement, for the remainder of the Employment Period (as defined in the Employment Agreement), the Executive shall receive continuation of all life, disability, and medical insurance and other normal benefits in effect with respect to Executive and dependents on the Termination Date, or, if the Company cannot provide such benefits because the Executive is no longer an employee of the Company, a dollar amount such that, after all taxes thereon, the Executive has an after-tax amount remaining equal to the cost to the Executive of obtaining such benefits (or substantially similar benefits). The amounts payable to the Executive pursuant to the preceding sentence with respect to any costs incurred by him during any calendar quarter ending after the Termination Date shall be paid to him by no later than 30 days after the close of such calendar quarter; provided, however, that any payments to be made during the period ending six months from the Termination Date that are treated as deferred compensation amounts subject to the requirements of section 409A of the Internal Revenue Code and the regulations, rulings and other guidance issued by the IRS thereunder (“Section 409A”), after taking into account all exclusions applicable to such payments under the regulations issued under Section 409A, shall not be made to the Executive until the first business day after the expiration of such six month period, and on such day all payments so delayed shall be paid to the Executive in a cash lump sum with interest thereon at the short term applicable federal rate, as in effect on the Termination Date.

(d) Enhanced Executive Retirement Plan. In accordance with Section 7(b) of the Employment Agreement, the Executive is fully vested under the Sovereign Bancorp, Inc. Enhanced Executive Retirement Plan (“EERP”). The Executive will be paid the amount of $4,328,076 in a cash lump sum on the Payment Date, in full satisfaction of his EERP benefit. Executive acknowledges and agrees that no other benefits shall accrue to him and no other payments shall be made to him with respect to the EERP.

(e) Bonus Recognition and Retention Program. The Executive and the Company acknowledge and agree that, as of the Termination Date, (i) the Executive is fully vested under the Bonus Recognition and Retention Program (the “BRRP”); and (iii) the total number shares of Company common stock in the Executive’s BRRP account, as of the Termination Date, is 29,125. The foregoing number of shares shall be distributed to the Executive on the Payment Date. Executive acknowledges and agrees that no other benefits shall accrue to him under the BRRP and no other payments shall be made to him with respect to the BRRP.

(f) Equity Rights.

(i) Stock Options. All stock options granted to the Executive pursuant to the Company’s equity incentive plan(s) that are outstanding as of the Termination Date (416,777 outstanding options as of the date hereof) shall become fully vested (to the extent not already vested) and exercisable as of the Termination Date. All nonqualified stock options granted under the Company’s 2001 Stock Incentive Plan that are outstanding as of the Termination Date (258,323 of such outstanding options) shall remain exercisable until the second (2^nd) anniversary of the Termination Date. A schedule of the Executive’s outstanding stock options as of the date hereof is set forth on Exhibit A hereto. Except as modified hereby, all other terms and provisions of the stock options as set forth in the applicable stock option award agreements and plans shall remain in full force and effect, and to the extent any of the foregoing actions require the amendment of outstanding agreements for the stock options, by execution of this Agreement, the parties hereto consent to such amendments.

(ii) Restricted Stock. All shares of restricted stock (341,495 shares as of the date hereof) granted to the Executive pursuant to the Company’s equity incentive plan(s) that are unvested as of the Termination Date shall be forfeited as of the Termination Date, in accordance with the applicable restricted stock awards, share certificates and plans. Pursuant to Section 7(b) of the Employment Agreement, because the Company does not have the discretion to accelerate the vesting of the Executive’s restricted stock under the applicable incentive plans (which the Company hereby represents), on the Payment Date, the Company shall make a lump sum cash payment to the Executive in an amount equal to the fair market value (which shall be determined as the average of the closing trading prices of the Company’s common stock on the New York Stock Exchange for each of the trading dates from and including October 15, 2008 through and including November 14, 2008) of the forfeited shares as of the Termination Date.

(g) No Additional Benefits. Executive acknowledges and agrees that except as expressly provided herein, Executive’s participation under any benefit plan, program, policy or arrangement sponsored or maintained by the Company shall cease and be terminated as of the Termination Date, and the Executive’s entitlement to benefits under any plan, program, policy or arrangement shall be governed by the terms thereof. Executive further acknowledges and agrees that no payment made by the Company pursuant hereto is subject to any employer matching obligation or any other employer contribution under any benefit or deferred compensation plan, whether or not any such payment is characterized as wages or compensation.

3. Consulting Services

(a) Duration. Until the first (1^st) anniversary following the Termination Date (the “Consulting Period”), the Executive shall consult with the Company and the Board at such times as mutually agreeable to the Company and the Executive, provided, however, that the Executive’s duties shall not exceed ten (10) hours per month of consultation by the Executive.

(b) Scope. In connection with providing services hereunder, the Executive shall comply in full with all applicable law, and rules and regulations and with the Company’s Code of Conduct (including the following documents: (i) the Sovereign Bancorp, Inc. Code of Conduct and Ethics, (ii) the Sovereign Bancorp, Inc. Policy on Personal Securities Transactions, and (iii) the policies and procedures related to employment of Team Members by the Company or a Subsidiary set forth in the Sovereign Bank Team Member Handbook) during the Consulting Period. The Executive may engage in activities on the Executive’s own behalf or on behalf of entities other than the Company or any subsidiary thereof, including, but not limited to, private equity firms or investment funds or hedge funds (subject to the restrictive covenants set forth in this Agreement), and may allocate the Executive’s time between the Executive’s obligations under this Agreement and such other activities in any manner the Executive deems appropriate, so long as the Executive’s obligations under this Agreement are satisfied.

(c) Duties. The Executive’s duties shall include: (i) representing the Company with key community, civic, charitable and industry constituents, (ii) consulting with the Company and its officers, as and when requested by the Company, regarding corporate development strategy and mergers and acquisitions, and (iii) assisting the Company with respect to customer relations, bank regulatory and related matters.

(d) Status as Independent Contractor. During the Consulting Period, the Company will retain the Executive in the capacity of an independent contractor and not as an employee or agent of the Company or any subsidiary thereof, and neither the Executive nor the Company shall represent otherwise to any third party.

(e) Compensation as Consultant. In consideration for the Executive’s services as a consultant to the Company in accordance with the terms hereof, the Company shall make the following payments to the Executive:

(i) Consultant Fees. During the Consulting Period, the Company shall pay the Executive at the rate of $300,000 per annum for services performed as a consultant. The fees so payable shall be paid in two equal installments of $150,000 each. The first such installment shall be paid on May 1, 2009, and the second such installment shall be paid on October 30, 2009. Each of such dates is hereinafter referred to as a “Payment Date”, and the period from the start of the Consulting Period to April 30, 2009, and the period from May 1, 2009 through October 30, 2009, are each hereinafter referred to as an “Installment Payment Period”. At the Executive’s election and written notice to the Company, the Executive may terminate his services as a consultant at any time prior to the end of the Consulting Period and, as of the date of termination of such services, the Executive shall be relieved of his obligations under the Sovereign Bancorp, Inc. Policy on Personal Securities Transactions ,other than with respect to any material non-public information that he may posses, and on any other restriction imposed by the Company on his ability to buy or sell the Company’s securities. In the event of such termination of the Executive’s services as a consultant, or if his services as a consultant terminates by reason of his death, the Executive, or his estate in the event of his death, shall be entitled to receive, on the Payment Date for the Installment Payment Period in which such termination of the Executive’s services as a consultant occurs, a pro rata portion of the installment amount otherwise payable to him on such date, determined by multiplying such installment amount by a fraction, the numerator of which is the number of days from the start of such Installment Payment Period to the date on which the Executives services as a consultant so terminates, and the denominator of which is the total number of days in such Installment Payment Period. The Executive or his estate shall not be entitled to receive any payment with respect to any installment amount payable in respect of any Installment Payment Period beginning after the date of such termination of the Executive’s services as a consultant.

(ii) Expenses. The Company shall reimburse the Executive, in accordance with the Company’s then-current travel and business expense policy, for all reasonable out-of-pocket expenses incurred by him in connection with the performance of the Executive’s services during the Consulting Period within thirty (30) days following Executive’s delivery of an accounting of those expenses to the Company.

(f) Office Space. During the Consulting Period, the Company shall provide to the Executive office space that is reasonably suitable for the Executive’s provision of consulting services to the Company during the Consulting Period. Such office space shall be located within fifteen (15) miles of the Executive’s personal residence.

(g) Taxable Reimbursements and In-Kind Benefits. To the extent any taxable expense reimbursement or in-kind benefits under this Section 3 or under Section 2(c) is subject to Section 409A, the amount thereof eligible in any calendar year shall not affect the amount eligible for any other calendar year, in no event shall any expenses be reimbursed after the last day of the calendar year following the year in which the Executive incurred such expenses, and in no event shall any right to reimbursement or receipt of in-kind benefits be subject to liquidation or exchange for another benefit.

4. Death or Disability

In the event that the Executive dies or becomes disabled prior to the payment of the compensation and benefits set forth in Section 2 hereof, the Executive’s heirs, representatives or the Executive’s estate shall be entitled to such compensation and benefits described in such section. In the event that the Executive dies or becomes disabled prior to the expiration of the Consulting Period, the Consulting Period shall terminate and no further payments shall be made pursuant to Section 3 hereof.

5. Release of Claims

Notwithstanding anything contained in this Agreement to the contrary, all compensation and benefits provided under this Agreement are subject to the Executive’s execution and nonrevocation of the release of claims attached hereto as Exhibit B (the “Release”).

6. Employment Agreement

Except as otherwise provided herein, the Executive agrees that the execution of this Agreement and the payments made hereunder shall constitute satisfaction in full of the Company’s obligations to the Executive under the Employment Agreement. Notwithstanding the foregoing, the following provisions of the Employment Agreement are hereby incorporated herein by reference: Section 4(j), Section 6(d), Section 7(c) and Section 10.

7. Covenants of Executive

In consideration of his rights and benefits under this Agreement, the Executive agrees as follows:

(a) Non-Competition. Until the first (1^st) anniversary following the Termination Date (the “Restricted Period”), the Executive shall not become employed by, provide services to, or be affiliated in any way with, whether as an officer, director, employee, consultant, advisor or in any other capacity, directly or indirectly, any bank that offers products and services similar or equivalent to those offered by the Bank (a “Competitive Bank”) in (i) the following states (the “Non-Competition Area”): New Hampshire, Massachusetts, Rhode Island, Connecticut, New Jersey, and Pennsylvania, (ii) the New York metropolitan area, (iii) Long Island and (iv) any geographic area that has a banking branch office within fifty (50) miles of a banking branch of the Company or any subsidiaries of the Company as of the Termination Date; provided, however, nothing set forth herein shall restrict the Executive from engaging, directly or indirectly, for his own account or as a consultant, employee, partner, officer, director, or investor with respect to any investment company or private equity, hedge, or similar fund (a “Financial Services Fund”) that makes portfolio or similar investments in Competitive Banks if the Executive does not provide any services to any such Competitive Bank in the Non-Competition Area (or to such Financial Services Fund with respect to any such Competitive Bank) of any kind, including, but not limited to, in connection with the acquisition, disposition, and the management, business development or ownership of, or with respect to, any such Competitive Bank.

(b) Non-Solicitation. During the Restricted Period, the Executive shall not, either directly or indirectly, through one or more intermediaries or otherwise, on Executive’s own behalf or on behalf of any other person or entity, employ, solicit, induce, recruit, encourage, advise, or counsel any employee or agent of the Company or any of its subsidiaries to leave their employment, or take away such employees or agents or attempt to solicit, induce, recruit, encourage, or take away such employees or agents.

(c) Non-Disclosure. The Executive acknowledges that during the course of his employment with the Company he has had, and during the Consulting Period, he will continue to have, access to and knowledge of certain information and data which the Company considers confidential, and the release of such information or data to unauthorized persons would be extremely detrimental to the Company. As a consequence, the Executive hereby agrees and acknowledges that he owes a duty to the Company not to disclose, and agrees that without the prior written consent of the Company, at any time, either during or after his employment with the Company and the Consulting Period, he will not communicate, publish or disclose, to any person anywhere or use, any Confidential Information (as hereinafter defined), except as may be necessary or appropriate to conduct his duties hereunder, provided the Executive is acting in good faith and in the best interest of the Company, or as may be required by law or judicial process. The Executive will use his reasonable commercial efforts at all times to hold in confidence and to safeguard any Confidential Information from falling into the hands of any unauthorized person and, in particular, will not permit any Confidential Information to be read, duplicated or copied. The Executive will return to the Company all Confidential Information in the Executive’s possession or under the Executive’s control whenever the Company shall so request, and in any event will promptly return all such Confidential Information if the Executive’s relationship with the Company is terminated for any or no reason and will not retain any copies thereof. For purposes hereof, the term “Confidential Information” shall mean any information or data used by or belonging or relating to the Company or any of its affiliates that is not known generally to the industry in which the Company is or may be engaged and which the Company maintains on a confidential basis, including, without limitation, any and all trade secrets, proprietary data and information relating to the Company’s business and products, price list, customer lists, processes, procedures or standards, manuals, business strategies, records, drawings, specifications, designed, financial information, whether or not reduced to writing, or information or data which the Company advises the Executive should be treated as confidential information.

8. Enforcement of Restrictions

(a) Reasonableness. The Executive hereby acknowledges that: (i) the restrictions provided in this Agreement (including, without limitation, those contained in Section 7 hereof) are reasonable in time and scope in light of the necessity of the protection of the business of the Company; (ii) his ability to work and earn a living will not be unreasonably restrained by the application of these restrictions; and (iii) if a court concludes that any restrictions in this Agreement are overbroad or unenforceable for any reason, the court shall modify the relevant provision to the least extent necessary and such provision shall be enforced as modified.

(b) Injunctive and Other Relief. The Executive recognizes and agrees that should he fail to comply with the restrictions set forth herein, which restrictions are vital to the protection of the Company’s business, the Company will suffer irreparable injury and harm for which there is no adequate remedy at law. Therefore, the Executive agrees that in the event of the breach or threatened breach by him of any of the terms and conditions of Section 7 hereof, the Company shall be entitled to preliminary and permanent injunctive relief against him and any other relief as may be awarded by a court having jurisdiction over the dispute. In the event of a judicial finding of a deliberate material breach by the Executive of the provisions of Section 7 hereof, the Company shall have the right to cease making any payments, or providing other benefits, under this Agreement. The rights and remedies enumerated in this Section 8 shall be independent of each other, and shall be severally enforced, and such rights and remedies shall be in addition to, and not in lieu of, any other rights or remedies available to the Company in law or in equity.

9. Non-Disparagement

The Executive agrees to refrain from deliberately performing any act, engaging in any conduct or course of action or making or publishing any public statements, claims, allegations or assertions which have or may reasonably have the effect of demeaning the name or business reputation of the Company or any of its subsidiaries, or any of its or their employees, officers, directors, agents or advisors in their capacities as such or which adversely affects (or may reasonably be expected adversely to affect) the best interests (economic or otherwise) of any of them. Nothing in this Section 9 shall preclude the Executive from fulfilling any duty or obligation that he may have at law, from responding to any subpoena or official inquiry from any court or government agency, including providing truthful testimony, documents subpoenaed or requested or otherwise cooperating in good faith with any proceeding or investigation; or from taking any reasonable actions to enforce such the Executive’s rights under this Agreement in accordance with the dispute provisions specified in Section 12 hereof.

10. Return of Property

Concurrently with the Termination Date, the Executive shall deliver to a designated Company representative all records, documents, hardware, software, and all other Company property and all copies thereof in Executive’s possession. The Executive acknowledges and agrees that all such materials are the sole property of the Company. Notwithstanding anything to the contrary contained herein, the Executive will be entitled to remove, transfer and retain (i) papers and other materials of a personal nature, including without limitation photographs, personal correspondence, personal diaries, personal calendars and rolodexes, personal phone books and files relating exclusively to his personal affairs, (ii) information showing the Executive’s compensation or relating to the Executive’s reimbursement of business related expenses, (iii) information the Executive reasonably believes may be needed for the planning and preparation of the Executive’s personal tax returns and (iv) copies of the Company and the Bank compensation and benefit plans and agreements relating to the Executive’s employment with or termination from the Company and/or the Bank.

11. Payment and Cure

If the Company defaults in timely payment on the due date of any payment or amount due under this Agreement, the Executive shall give written notice of such default to the person specified in or pursuant to this Agreement to receive notice on behalf of the Company. The Company shall have five (5) days after the receipt of such a notice of default to cure any payment default, and such cure shall include payment of interest at the annual rate of 8% on the overdue amount.

12. Arbitration

(a) General. Except as provided below, any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration, conducted before a single arbitrator in the Commonwealth of Pennsylvania, in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction.

(b) Claims Not Subject to Arbitration; Submission to Jurisdiction; Service of Process. The foregoing Section 12(a) shall not apply to an effort by the Company to enforce, or to recover damages for a breach of, any provision of Sections 7 or 8 hereof. Any action or proceeding relating to any of those provisions may be brought in any state or federal court in Philadelphia, Pennsylvania. The Executive irrevocably (i) consents to the personal jurisdiction of each of those courts in any action or proceeding relating to any provision of Sections 7 or 8 hereof, (ii) agrees not to object to, or seek to change, the venue of any such action or proceeding brought in any of those courts, whether because of inconvenience of the forum or otherwise (but nothing in this Section will prevent a party from removing an action or proceeding from a state court to a Federal court sitting in that county), and (iii) agrees that process in any such action or proceeding may be served by registered mail or in any other manner permitted by the rules of the court in which the action of proceeding is brought.

13. Assignment

This Agreement shall not be assignable by any party hereto, except by the Company to any successor in interest to the respective businesses of the Company and the Bank.

14. Entire Agreement

This Agreement, together with Exhibit A attached hereto and such portions of the Employment Agreement that expressly survive the execution hereof as provided in Section 6 hereof, sets forth the entire agreement between the parties, and, except as otherwise provided herein, fully supersedes any and all prior agreements, understandings, or representations between the parties pertaining to the subject matter of this Agreement.

15. Successors, Binding Agreement

(a) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business and/or assets of the Company and/or the Bank to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure by the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall constitute a material breach of this Agreement.

(b) This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, heirs, distributees, devisees, and legatees.

16. Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect.

17. Notices

All notices and other communications hereunder shall be in writing. Any notice or other communication hereunder shall be deemed duly given if it is sent by registered or certified mail, return receipt requested, postage prepaid, and addressed to the intended recipient at the addresses maintained in the Company’s records. Notices sent to the Company should be directed to the attention of both its Chief Executive Officer and General Counsel.

18. Counterpart Agreements

This Agreement may be executed in multiple counterparts, whether or not all signatories appear on these counterparts, and each counterpart shall be deemed an original for all purposes.

19. Governing Law

This Agreement shall be governed by and construed under the internal laws of the Commonwealth of Pennsylvania, without regard to its conflict of laws principles.

20. No Waiver

The Company’s waiver or failure to enforce any term of this Agreement on one instance shall not constitute a waiver of its rights under this Agreement with respect to any other violations.

21. Taxes and Withholding

Notwithstanding anything contained herein to the contrary, all compensation and other benefits required to be provided by the Company to the Executive under this Agreement shall be subject to the withholding of such amounts relating to taxes and other payroll deductions as the Company may reasonably determine it should withhold pursuant to any applicable law, regulation or Company policy.

22. Application of Section 409A of Internal Revenue Code

The intent of the parties is that payments and benefits under this Agreement comply with Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance with Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalties that may be imposed on the Employee by Section 409A or any damages for failing to comply with Section 409A.

23. Legal Fees and Expenses

The Company acknowledges that the legal fees and expenses incurred by the Executive in connection with the negotiation, execution and delivery of this Agreement are subject to reimbursement by the Company pursuant to Section 10(a) of the Employment Agreement.

(signatures on following page)

The parties have duly executed this Agreement as of the date first written above.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.


		SOVEREIGN BANCORP, INC.

		By:
		Title:

		EXECUTIVE

		By: Joseph P. Campanelli

EXHIBIT A

Outstanding Nonqualified Stock Options Granted Pursuant to the Sovereign Bancorp, Inc. 2001 Stock Incentive Plan


Grant Date	No. of Options		Exercise Price
02/19/03		52,500	$	12.48
02/18/04		24,526	$	21.64
02/15/06		33,673	$	19.98
01/18/01		66,023	$	7.86
01/18/01		2,851	$	7.86
06/21/01		26,250	$	11.73
01/23/02		52,500	$	12.16

TOTAL		258,323

EXHIBIT B

SEVERANCE RELEASE

THIS SEVERANCE RELEASE (“Release”) is entered into between Joseph P. Campanelli (“Executive”) and Sovereign Bancorp, Inc., a Pennsylvania corporation (together with its successors and assigns, “SBI”).

WHEREAS, Executive and SBI entered into an employment agreement dated January 16, 2007 (“Employment Agreement”); and

NOW, THEREFORE, in consideration of the payments set forth in the Separation Agreement by and between the Executive and the SBI, dated as of the date hereof, and to which this Release is attached (“Separation Agreement”), and other good and valuable consideration, Executive and SBI agree as follows: Executive, on behalf of himself and his dependents, heirs, administrators, agents, executors, successors and assigns (“Executive Releasors”), hereby irrevocably and unconditionally releases, waives, and forever discharges SBI and its affiliated companies and their past and present parents, subsidiaries, affiliated corporations, partnerships, joint ventures, and their successors and assigns (“SBI Affiliated Parties”) and all of SBI Affiliated Parties’ respective past and present directors, officers, employees, agents and their representatives, successors and assigns (but as to any such individual, agent or representative, only in connection with, or in relationship to, his or its capacity as a director, officer, employee, agent, representative, successor or assign of any SBI Affiliated Party and not in connection with, or in relationship to, his or its personal or professional capacity unrelated to any SBI Affiliated Party) (collectively, “SBI Releasees”), from any and all actions, claims, demands, obligations, liabilities and causes of action of any kind or description whatsoever, in law, equity or otherwise, whether known or unknown, whether past, present, or future, that any Executive Releasor had, may have had, now has, or may hereafter have against SBI or any other SBI Releasee, as of the date of the execution of this Release by Executive, arising out of or relating to Executive’s employment relationship, or the termination of that relationship, with SBI or any affiliate, including, but not limited to, any action, claim, demand, obligation, liability or cause of action arising under any Federal, state, or local employment law or ordinance creating or recognizing employment-related causes of action, and all amendments of any of these laws (including, but not limited to, Title VII of the Civil Rights Act of 1964, the Civil Rights Acts of 1866, 1871, 1964 and 1991, the Equal Pay Act, the Americans with Disabilities Act of 1990, the National Labor Relations Act, the Fair Labor Standards Act of 1938, the Workers Adjustment and Retraining Notification Act, the Employee Retirement Income Security Act of 1974, as amended (other than any claim for vested benefits), the Family and Medical Leave Act of 1993, the Age Discrimination in Employment Act of 1967, as amended, the Older Workers’ Benefit Protection Act of 1990, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Pennsylvania Human Relations Act, the Pennsylvania Wage Payment and Collection Law, and Mass. Gen. Laws Ch. 12, §§11H and 11I, Mass. Gen. Laws Ch.

151B), tort, contract or any alleged violation of any other legal obligation. Anything to the contrary notwithstanding in this Release or the Separation Agreement, nothing herein shall release any SBI Releasee from any claims or damages based on (i) any right or claim that arises exclusively from events occurring after the date Executive executes this Release, (ii) any right Executive may have to payments, benefits or entitlements under the Separation Agreement (including entitlements under the Employment Agreement, to the extent of their survival under the terms of the Separation Agreement) or any applicable plan, policy, program or arrangement of, or other agreement with, SBI or any affiliate, (iii) Executive’s eligibility for indemnification in accordance with applicable laws or the certificate of incorporation or by-laws of SBI or its affiliates, or under any applicable insurance policy with respect to any liability Executive incurs or has incurred as a director, officer or employee of SBI or (iv) any right Executive may have to obtain contribution as permitted by law in the event of entry of judgment against Executive as a result of any act or failure to act for which Executive and any SBI Releasee are jointly liable.

Executive acknowledges that he has waived his and Executive Releasors’ Claims knowingly and voluntarily in exchange for the severance benefits set forth in the Separation Agreement, and that Executive would not otherwise have been entitled to those benefits. Executive acknowledges that he has been provided a period of at least 21 calendar days in which to consider and execute this Release. Executive further acknowledges and understands that he has seven calendar days from the date on which he executes this Release to revoke his agreement by delivering to SBI written notification (in accordance with Section 11 of the Employment Agreement) of his intention to revoke this Release. This Release becomes effective when signed by Executive unless revoked in writing by Executive in accordance with this seven-day provision. To the extent that Executive has not otherwise done so, Executive is advised to consult with an attorney prior to executing this Release.

official inquiry from any court or government agency, including providing truthful testimony, documents, subpoenaed or requested, or otherwise cooperating in good faith with any proceeding or investigation or from taking any reasonable actions to enforce Executive’s rights against SBI or Sovereign Bank (the “Bank”), including under this Release. Executive further certifies that he has not and agrees that he will not, during the period of time between his receipt of a written notice of termination of employment and his termination date, remove from SBI or transfer by electronic or other means, documents or copies thereof relating to Executive’s duties, without the express written approval of SBI’s Board of Directors or an officer of SBI designated by it for such purpose. Notwithstanding anything to the contrary contained herein, Executive will be entitled to remove, transfer and retain (i) papers and other materials of a personal nature, including without limitation photographs, personal correspondence, personal diaries, personal calendars and rolodexes, personal phone books and files relating exclusively to his personal affairs, (ii) information showing Executive’s compensation or relating to Executive’s reimbursement of business related expenses, (iii) information Executive reasonably believes may be needed for the planning and preparation of Executive’s personal tax returns and (iv) copies of SBI and Bank compensation and benefit plans and agreements relating to Executive’s employment with or termination from SBI and/or the Bank.

Executive agrees that he is subject to the non-competition and non-solicitation provisions of Section 7 of the Separation Agreement. SBI agrees, except as may be required by law, to refrain from deliberately performing any act, engaging in any course of conduct or course of action or making or publishing any public statements, claims, allegations or assertions which it believes have, or may reasonably be expected to have, the effect of demeaning the name or business reputation of Executive and shall cause its employees, officers, directors, agents or advisors to be similarly bound when serving in such capacity. Executive agrees to refrain from deliberately performing any act, engaging in any conduct or course of action or making or publishing any public statements, claims, allegations or assertions which have or may reasonably have the effect of demeaning the name or business reputation of SBI or any SBI Affiliated Party or any of its or their employees, officers, directors, agents or advisors in their capacities as such. The parties agree that nothing in this paragraph shall preclude either party or any other person referenced in this paragraph from fulfilling any duty or obligation that he, she or it may have at law, from responding to any subpoena or official inquiry from any court or government agency, including providing truthful testimony, documents, subpoenaed or requested, or otherwise cooperating in good faith with any proceeding or investigation, or from taking any reasonable actions to enforce such party’s rights against the other party, including under this Release, or from responding publicly to correct any incorrect, disparaging or demeaning statements, claims, allegations or assertions by the other party or any other person referenced in this paragraph.

of any new employer or new business venture in which Executive is an employee, partner or active participant and (ii) any request for Executive’s cooperation will take into account Executive’s other personal and business commitments. SBI will reimburse Executive for all reasonable expenses and costs Executive may incur as a result of providing such assistance, including travel costs and reasonable legal fees to the extent Executive reasonably believes, based upon the advice of counsel, that separate representation is warranted, provided SBI receives proper documentation with respect to all claimed expenses and costs. Executive will be entitled to an hourly fee (which fee will be mutually determined by SBI and Executive prior to Executive’s providing any cooperation hereunder, it being agreed that such fee will be fair and reasonable in light of Executive’s compensation history) for time spent by Executive furnishing such cooperation (other than for time spent by Executive actually providing testimony in any legal matter), including, without limitation, for time taken in travel undertaken in connection with such cooperation, such fee to be paid promptly following Executive’s submission of a statement setting forth the number of hours spent. Commencing on the fifth anniversary hereof, Executive will not be obligated to make more than three days (or portions thereof) per calendar year available for the purpose of providing cooperation to SBI pursuant to this paragraph.

IN WITNESS WHEREOF, Executive and SBI have executed this Release as of the date indicated below.


		SOVEREIGN BANCORP, INC.

		By:
		Title:

		EXECUTIVE

		By: Joseph P. Campanelli

		Dated: October 30, 2008

EX-99.1 7 c75623exv99w1.htm EXHIBIT 99.1 Filed by Bowne Pure Compliance

Exhibit 99.1

DATE: September 30, 2008

FINANCIAL CONTACTS:

Stacey Weikel 610-320-8428 sweikel@sovereignbank.com

MEDIA CONTACTS: Andrew Gully 617-757-5513 agully@sovereignbank.com Ellen Molle 617-757-5573 emolle@sovereignbank.com

Sovereign Bancorp, Inc. Names Paul A. Perrault
President and Chief Executive Officer

PHILADELPHIA, PA (Sept. 30, 2008) — Sovereign Bancorp Inc., (“Sovereign”) (NYSE: SOV), parent company of Sovereign Bank (“Bank”), today announced that it has named Paul A. Perrault President and Chief Executive Officer, effective January 3, 2009. As part of the management change, Kirk W. Walters, Sovereign’s Executive Vice President and Chief Financial Officer, is being promoted to Senior Executive Vice President, Chief Financial Officer and Chief Administrative Officer. Also effective today, Mr. Walters will begin serving as interim President and CEO until Mr. Perrault joins the Company. Mr. Perrault will replace Joseph P. Campanelli who is leaving the bank to pursue other family and business interests. Mr. Campanelli has served as Sovereign’s President and Chief Executive Officer since October of 2006.

Directors Gonzalo de Las Heras, Ralph V. Whitworth and Brian Hard comprised the board’s executive search committee. Director de Las Heras is an executive vice president of Banco Santander, S.A., which owns 24.9 percent of Sovereign. Director Whitworth is Principal of Relational Investors, LLC, which owns 9.8 percent of Sovereign. Director Hard is President of Penske Truck Leasing.

In a joint statement, the committee members said, “With our business experience and major investments in Sovereign we believe we have an excellent understanding of what kind of executive leadership Sovereign needs. We conducted an extensive and vigorous search process involving a number of highly qualified candidates. We chose Paul Perrault because of his strong and seasoned banking skills and because of his impressive leadership record, which is punctuated by conservative risk management and strong customer-centric fundamentals. Paul’s background and proven record of leadership mesh perfectly with the no-glitz, back-to-basics formula Sovereign’s board has laid out for these challenging times. We were particularly impressed with the work Paul and Kirk did together at Chittenden Corp., a New England-based regional bank which operated in many of Sovereign’s markets before being acquired by Peoples United in 2007.”

The statement continued, “As we face the current challenges in our industry we know that there is a high premium on risk management, basic ‘blocking and tackling,’ and an intense focus on core banking principles. The volatility in the stock price this week underscores those challenges. It is also critical to know these facts:

	•		Sovereign is well capitalized, according to all regulatory requirements.

	•		Sovereign has unused committed liquidity of $12.0 billion from the Federal Home Loan Bank of Pittsburgh and the Federal Reserve.

	•		Sovereign has undertaken a methodical process to reduce risk in recent months, including the liquidation of its entire CDO portfolio.

	•		Sovereign has only $200 million in debt maturing over the next 15 months at the holding company.

	•		Sovereign is fundamentally sound by all financial and operational measures.

We’re confident that this team will greatly improve our leadership as we intensify our focus on the fundamentals of our core franchise and conservatively manage our balance sheet,” the statement said.

Mr. Perrault joins Sovereign after his tenure at Chittenden Corporation, where he served as CEO beginning in 1990 and Chairman and CEO from 1998 to 2007. Mr. Walters, who joined Sovereign in March 2008, was previously Executive Vice President and CFO at Chittenden Corp., working with Mr. Perrault.

“I’m excited to lead one of the great banking franchises in the Northeast,” said Mr. Perrault. “This is a time of significant challenges in the financial industry. We will meet those challenges by simplifying our business model, reducing risk and improving our service and products for all our customers. I look forward to re-joining Kirk and working with the veteran management team at Sovereign.”

For 20 years prior to joining Chittenden, Mr. Perrault, 57, served in various senior and executive positions in banks throughout New England. He is a graduate of Babson College in Wellesley, MA, and holds an MBA from the Boston College — Carroll School of Management in Newton, MA. He has spent his entire career in banking.

The company’s statement further stated, “On behalf of the entire Sovereign team, we thank Joe Campanelli for his hard work and dedication to Sovereign and to the communities the bank serves. He is leaving a bank that is on solid financial footing, in one of the most economically desirable regions of America, led by a strong management team.”

Mr. Campanelli said, “I’m extremely proud of my tenure at Sovereign Bank. In 2001, we set out to make Sovereign a household name. I’m happy to say we accomplished that goal while building a great franchise in retail and commercial banking.”

Sovereign Bancorp, Inc., (“Sovereign”) (NYSE: SOV), is the parent company of Sovereign Bank, a financial institution with principal markets in the Northeastern United States. Sovereign Bank has 750 community banking offices, over 2,300 ATMs and approximately 12,000 team members. Sovereign offers a broad array of financial services and products including retail banking, business and corporate banking, cash management, capital markets, wealth management and insurance. For more information on Sovereign Bank, visit <http://www.sovereignbank.com> or call 1-877-SOV-BANK.

—END—

GRAPHIC 8 c75623c7562301.gif GRAPHIC begin 644 c75623c7562301.gif M1TE&.#EAB0(?`>8``/;4T,J%A;DC)/"UM-186+"OU^K'N;2QK\PQ*NZ4FH^- MC+M+3]94+F`@']/2ZM)N;NCGYW-QM;P8$\80(4U)2/WW[O7HV\=[B&YL:92. MQM2UL,G&Q-K9V[HB%#$N+?##R`4$!,@C%M<4%?.04:65D.QO2U)-I8XH*\V$ M>;=O;?NR:-&DF_FN4O*-<^=V=:Y%,X9X=K88(6564O'>XZ&">M)F4^WL]RXL ME/S->N=11_KO]^VHH,Q78F5&-M3-RY)*1G)D6JLU.:ZEH^B0./&>I,T\/X,6 M%[-C5]C7RY,8(N7.T9==79V=FL88&&,W M-S\\0&??____W__?_]LX0 M#\40&/+O[_?W_S\YF__EY,00#_?GZ//OYF%>K<4;&\8<'/___R'Y!``````` M+`````")`A\!``?_@&UI@VQ_:6R(?XJ+C(V.CY"1DI.4E9:7F)F:FYR=GI^@ MH:*CI*6FIZBIJJJ%BHAL:7!M8`FU4K4)4K>XO+V^O\#!PL/$Q<;'R,G*R\S- MSL_0T=+3U-76U]C9VMN\NKD#%6U200(=Y.4"Z>KK[.WN[_#Q\O/T]?;W^/GZ M^_S]_O\``PH<2+"@P8,($RI\]V0-&RD=0J#IT,<,FC-]T&C#TZ=0HTJ=2K6JU:M8LVK=RK6KUZ]@PXH=2[:LV;-HTZI=R[:MV[8___WT M\=/3SP(=<*0(\,.7;D^F?0,+'DRXL.'#B!,K7LRXL>/'D"-+GDRYLN7+F#-K MWLRYL^?/H"OZ*4?7+MX5043[I?NSM>O7L&/+GDV[MNW;N'/KWLV[M^_?P(,+ M'TZ\N/'CR),K7\Z9 MK'4;;;GLMNONN_!J:U1=ZGX+[[WXYJOOE^?^:L:SZ^XK\,`$%YR?O`+`YX>W M!C?L\,,0>]8OD=PN''#_Q!AGK/'&@R&L,,,K>@X=Q'!= M_PZP90_]^>AG++V?C%=/>Y_)AV"Z'U>@[COX>_V$P!5$S\5]D.D+H``'MK[= M20I0F9G+&/87G_V]R`P(P!^DKE`$P#&/<@/,H`;CA3;V4:PT,1N,@H"6%+XY M*P<(Z(#/.I`#^9EA`A&DB!E$,(8LC.HO+$2`_`CT+]+)97X;#*(0]?0R$%Z, M,"/T&>Q"T#.?Q)")3]0C1HZ4`P;TK/\I#,B""H/4`0'43P)+ MF1TB5\E*):4194<4H4^P9`92EB"%I=,!8/Y$`"7` MF5-RD(-/_K"5T(RFE`S8K!=-27NSV5EN:VKS-_LIT!KETP)TI5*$6 MOX@&`>!Q;^3L@!G.P(`28/&@+9`D*)-YO$>%0(?[#*E(1\HKQ4D*/@!EFESV MET(DJ8>%Y:3()3.*ACX4H9Q^:T$4%E:"9H:M!EGX)$9'Y;D.#)2D2$VJ4A'5 MSP/^TUNWF5H?)!!!.JKG7\7_W&,'SE#,&JPG!"U(81!>T(`88!*7%;6<&>X8 M5HE.30+,+(?KEDK7NMK542:M)FN@:IN^H%(`6FQA3[C:@1;4X*4O:,%+6\"` M&$1A"E.(`4)5.((:="!:16"L4WJRP"SD`!W]B\T]7Q/0K8V65;F[JVIOU=0/ M+M(P2HD+`/L`6`*X((7$1(`7&"`_)0QABWW(@1-BT``0@*`!)=AC<+T0.PAZ MP;(5@0X#7/#%3\ZP=/]:H5.Z.5'H$$A\4X5Q)#)@"QO&R]SDQ2-C\?&?"Z`*MEK+:"_R*5"1HK><_PA+?B]!0RP+/3I4` M9N4KC6@]5.Z/?\'R28*_>%DZ.&$$GNS`;XT:X>).@0Q@ED`)6/#2$8Q@E$UI MP0C46LN)%A1V"U-;:7*\@`<$(`$H>`(Y@%*$(,QX3SNF;9]?L!<@IK*]1*XS M7W!F&=<$X=*8SK2FSY$POGAO:,*+!`6`N9@/,W(`C1`$!(W#"&Q!0:Z(F&)C^C<@54/_XW_D*8`%$F,$: M(*`%/:@!``\X@60!P`0CQ/)-0!0`$:P-@"?T5U8/?,Z!#-2W!U9FJD5*`!YF M0.\9X.'>`,`#`&8`@'Y_8``N6(`Z3+=9ZXEZB%-^[6%*6D"K5*ZD[=UQ&_I>/"! M"FP`"&3P@`QHH(4U#.`'%Z@`$(S0Z?%F)P8/6$,;X&`'#6@;B/Z]<7;;&/5W M+^P)-%@!&-(0AS\4@@U:T``)A*"!&52`#6V`@!1><(+5%/S@HZ;FO&#V;17[ MS%E5I*X.^6*.$L3:#&1^,P-40-;_CW^\!PVF-0OV&((BC$`%C?6F46M0`LM& MQ"_>F_0"\-`&(9"A`4EP2A)^8``J<``";>@VI>\TR]$D(`U+EP,$R'#N-MY= M06O4Y68$T/$?@*$-$;[,@+\Q;\U#2"$#6.`$!CC!"U4PO'%[D-$U;S$$XP=S'U8T^1&4@+=7 M0I"B!S#\ST?D/X#W`P!0"%#0;6S#>OXE`"@`>TRG!620!"SW%U7#7G,A`$6P M`$60#BQV@.^F0B<`#L&7!@?0`%&P7P(0!%(@"&W0?&2@%/!%?:M$:G4W1BN((T$`6-%FHP>$;65VJ! M43\ZQ$T505B8I`*,E5#C!WFZ%6OIIW[&108XP`(O@&M)J#=&Y7>5Y11H`F*/ M!%@G%P0&,`@PT``).'1A2$2!44H/,``&0`(D."G(`QA`T3HO M``"PUWQ$]QR:(1T3L(L8V M@T-D@[.15^-&'^E+*'("GW<"1]%#KN$L"5@#2K=\=4""DR:2*BE:!#:-1&`' MPO<'U\B#?B`"(B``&C`(2^>`_<4:]M0V3^9C%I1='`EJ@(,\5TF!/6EJK]$V M/)F2JB$]:2.51)9:'`@ET56661.59CD;6NF5;>F5ZT.7AN&64%88JI278'F7 M0@,KH1,LM<$7E^1.+G!_+[!=?,<`7L#_`EYP2Q2'`U[0`_GHB2`P!4P@F;S% M`$/``BR@A//%%PA0!)17`[R%2AW0!1,0`#J0!CJ@`;1H!DJ@2R$F`24TJ M)H7;U1IS-1JCA#FB]3E_4C9T2EK=XG).V`+WMVJFB$F-Z05.<'Y,T`,>D*B* MNJB)2@;\R)F>"682H03@Z45.X&$U`#LQ@$TB$`,)T)IM4`=A\'06L1Y'(@`) MD)M$5UY8-!H"P`,HL`,:,``!(&@2('%%D`)'P`.Z>@2]R@/G0``\P`.[^@"\ M&@0189M'@`*ZD`("IQ31@@`+L`"^^@`H$`",]FP!H`M'@*SN>5\+D/\"VQH` M*8``,_87S[8`Q&JM*'`"N:1.;E@$/!``*[`"`?``08`"5``!%ZF1)ZF2@AC`(6H"% M?C`!/4%5\ZH+4A``P)H./?$4%_@$//`$*6"P*("(8Q`$)2L%#\!HAS8:4OAL M*#``^P8``X`"/^"N!*)+J*1H`3``8-!O.Y`"AF8D"Q``]"H%.S``6%NT/QN' M4K``DK6M4K`"5VL`!E"TP$4.08=[`4M MT,$W/E:E?*NW1O)#,\D:X>,40<)B!34TZX;_MY[#-Y\&&W'T2(#S%P#D7P0B M.?0UF';:/D^CN4[J%/OS9?5X?PD%;"J``T=`!CW0`S(@`T#PNJ_+!$#`!*[; M`V3P`UZ``YH8$?!7`B/0`BIP?P;&CG,A`GT0`&<'!W(`!C1`#I=3$4B7!KK) MH6J*@@"P!TBP!6"@!GC0M3G6`2X@;6NP!FJP!GB@!GH``&%@!$$P`/:&!WH0 MOV#P`PRZ`#L`OV`@;0"``FP7`A/@`OUF`>,;#D!P`@$``%U8`0`0`(A(H0(+8`"-'`ZP9P,[AP<^<``;L`<5 M8`%2`),J:I5*?"H0];(+0`[P.AK4"JPQU[<=='N9ZQ.QE2*E16,(\++$2@!/ M('`7536EY3V8$U!:Z;@(9LM].P&T94+9U5=V>D!X.IC`4C1&A6LLH`*?B?^8 MC-D`E6F9ZC<%82!K\U11_EB/4$AD9Z"B?&&\#Z`'A0`'<9`&"TP`YR`:"Z`' MTWMT!```.E`',.`!NQ8&>J#`='B"/[`">P`+?R`''``#Q9<$0?`#80`&<<`& M$"###6`$`&QS,M``9+`"/VP`,"D4RVH`G`!#*J',!N++;T'(,R2S[8#:E`!'``$!WV&@D`#5?#1 M04"M)``&;+#15/"O*7"]/K`!>L!\:9#'CSL;%&NQ;'"%I22%FV<'=@`'=3!T M`M`S`O``/GP`(]T`/3``*X@'%U""P30F84`#L1C_GS/@`4\``'7@`YH,![(` M`#\0!:Y&%P+@`GN0=D!PU20=`-=6M"S9!RBH!VFP`9]WT*8]`Z,:`TGYV7I@ M!W$0!Q#P!7,L!'40!ROXD#]-`Q``!W]@!W7P!1Q``\9'`PZA!BO0=LYBI=CD M*1A!`.0VLWL3-NVK!FK@`E.2.]C]TS0X`A9*:S(@LP@(HPVW]0 M`7I@``$@<.(3!!I@UWX@_TYCHHN=5P5M?`)20`5RH`65+0`NJ0&)T'D><`+N M.@8Q<`(7D`8$[0%&<`(/,`-M0`44@(5`OG5MX'1C&@5/4`,^AB@0>0`.M MV?^-?T@.OK<(;6`#&E`%1'>"2QFJ)`"!54G>G7(&(T8=^/P$'!H"0:"+.O`` M6"3-(/XOH*)-6%41Z2E3:*`$7&E0!+`(S0@'%6``"Y!_G"6C@2*QX:@@_1F. MR"-#+&<@EP55;4D;>168>CD7^\,`!%`#-=!)+PJ=A$FIYL<".(`"50!9,P]9 M-%\%.)_S.3\%5?`#H3@$W0>>@,[15`_W(,DRC[&;6`'"2H'5VGH&)`?,4H`!\@E']0![17$6-P!"8.`1Z0!"&@!")0!%*P MYG7`!$F08P\PZ_]Z^F;``P#0TF!P`O0)>.T+?&P`"')U3`U2;')I:4(-(7T" M'VEL;'\00`T=9VISLLA?FC4?8VNK:3Q8_O*U*C[?=!T6-:A@X@0'9HQ(X6+%BP_UCHL M6/-G1352J>+%PE4O!((K!$J,&#G"B9,:#%(B*(C`R9$I4ZK`G$F3)H@I-T&0 M/"%+6,#FBQ8@:-:X@&"5M`0`Y4.3X8@/GCZ\V:CX$.)&$%"8!*"JT MB>.CP0F$:!SM2`,G#8D3R8(`8&-'#H0?4+!&CAPM9**<"C%#$F$:#8(0Z=6&"N8'%BK8]1#EHH#!$'"FM0U08,1@@0W2%MD-#?,&84 MXXEJ)PA@QD`?%'9(=2=(`55A,#0`43%_./;'%@X2!]$">)QX0'_AH(*=0QS9 MHN222W*D5PT5^")'!5($X"GI$TSU(>8%=:)BH0!'R!G`"WX4$:FD`?"@8CA(8A?1<15==(I#MPS31T$= M!"72""SDJJL70YAT!!-,`"&LL,$"$:P,0"!K;`\__.!$"24,@:NN*HQ40@Y+ M$=>!JL\\`8!HOEAE51Q_M(&5!BE:,X93.FJ`V+:DQ!#`'W#H0%\4(L2P`QMM MP*%:`^^=@L``9:7(PQK]ML%$AQ#Y`60D%0"QFQ^46<7&'CTD$4(6>J11`1@- MD/%!!9+PET0TJ4B1B!T;#!?-:U;)UE4?!"!G%0<>=,7F:W+``4<=>%5SS1,Z M'.)==5'PY4<0&DS7!@>S+22+=GX,_]"+=W7XH#426NQAK@\P_)`B1LJ`8=E? M&CMB@'YI[-%`:;/Z`2`>5%D%`1E&0#2&!!J,15A]I!"`"=4#!Q2P2'B**;T(9<= M/N]!1HIK^JSE>P0S5WRIVG+P`LH-?D?X#1S!&A_=*&#E+T88`: MV>ORJ`Z_2-)]#!-X1!KH1YN]"4`*:U"#&BI@D2-TS%QI,,>I&I:=>^A-(A2Q M"'8R4L%[]/_!%!")1X)8PH!HL4`%.$AA"G\`@A:"P`-5\(`,82B3FC!!A2I0 M`0M&,(02,``!*^F`!%[A*.PDQ!$+X,X?[""N,`>Y"`\'DF@`V:8P`)F<)AEJ$PJ]#F![=:8AM2(P0BT$<`, MR/4'#O2G`R[00`!^8(3CN&@+1$*%R@AC`1DDS34`L$H=9F.&/($H#3B+00=" M`$E)R,$&8LP!WO)LHDC@R$!R33P0P2,8,: M",!$:2A!!UXP@PI\0`H):$$63+2#>*337``H`L7"HH8G."4-)]W!#A"`"U1, M@`!QB(,>CA"$)P0I#1J@`Z=",P"4)H``,5C0^$30,`3,KZDIA2I$#F8N/@VC M`SE8H%9VD``!I$`/;=B!4PEP*HA&U(*K,J4&,4**:SC$'I##14(RP9N1,L`) M7D`A%W!R$R3,``('D($8.*`%'\@`!!B0_P$9<)##7OW0&THX0V9[PPU48,ZN M%,L!5`5P@B-H8*.G)%Q0_P"%/>"%%&LK%Q0X1#YYC`%*B/C#!FS$2K/U0@OU M28@`'J`'"G2H"".;Q`QZD*(S(`1(YH("(JNAQZ#&84A[@<@)3A"%*+C@B;WX M@C4;U8QY)F(0I8&D+V2VIBSPJPW?\4!!>G,%`,"W`G_)FQG0L*XZ2*4-$>O0 MFL90!%>V`;@%1%(RFE857#IG%,8[@5\`3`4#!($VC4BB!69`@RH41`(A,`#G MJ!`9<;A"FE8)47_JVK>QM,&1?D"`;Q'AR''VX7N$T4(/"CD#JZ2A#K,3AQFH M&A;<=`Z/WVB1?O^H@(%[*B,*W!7`&QH1!`,(KUR6:`W%!B(=^2UB@K=(U4,H M2N8.XJ)F;`##!6[3A@\LH,J$`!M)D"Q M,\@3DWI0`PI&`4@Y6&`!RT"`&?J\!@(4A#9&BEL'&3(&#+;*2*G@QUMI\1.? M`!&(2KE"2DSB!1STP(4'Z,4!;@*#-O@`AEN8`A.X%J M1!E$0.0I.G""']#@M'4X42)RM`4\(F`/XTI#D[$ACIJ)"VIJDN=T[%#_`/'""5'##%6'1 M#UF"'.))_*$.^Y95[OP4'WJE009&V"";!L#'/B(F%:HP4IE'3WI68+1]"WC` M#*#`A@'\``Q2R0*!-QJ`(EP!W`)PB@2_.0,P_[0Y"`1(-0KR9($V2`$!..]- M,Y(A\QS](1&)P,,1-MD'!ZX!!=\N@@#0``8[$$$;)+H"5FK_;028N@@S6,,% M)N<#Y/AGM$@`3#80;?L%WM1@(:L`>)X#-M8`$.4@2]8%W[5B0T8TIV`P0QT&N, M02YRX"X_`@8B0AM9H`:2L#D<4!X6@`>(!D5MX(*2X0<6P$

````&``PR<`FV$`-P4].G!IZ3`#PH``DZ,&.T`IIP`0^R`! M0)4(8,!F:_``V/$$'6,!Y/@!#V`&\3$^C7`*5Z`.,T".DS8*O!`,#Z`&5$#_ M`,,@8VF`!SNP`-8`/VT``>1H`!X5#HG8='W@?VT5@*"GB`(#1+9W!3E@@-!2 MD[="@H$%@2E4!2U$`51P`![@0C```R!``AYP0R`8@B1A+38YDSEP!5`I;C&0 M`,P1!6-01`+072<0!H36+_IA.45P"`/59*+'#0PG+I5`&Q+1(O0"2]/P`,"5 M-V,@B9-@!UI``C1``S"0EWRYEV$0C7[08U8A,;("6O!!+]ZQ!7O)EWF9`C3@ MF#LV"C#S!W!8"O*$,(\'8Q#Q`&?7!G]!)/FW`)$0!W"@!6^C"@!B`-ZA=+'$ M=!OA=%#G"ZOS*A@!)*<$!?:D#9?(`U*0?C,@!#2`_P3P]0=K0':R4B*E2)F$ MIS1RTW98UB$$(!J$T089$XO/,`T&X0+]DB.RLXO->`&14"ZZ$6/#"`&.Y$&3 M5V6.EP8[E@K_$0.``HU;V%,G68WV.0NIX&\Q)0`O8#7S8TIL4`,2$(X:988H MT`WL0,=H`1U501>M`=Z,`-X(&H"L!92\%$C4U;/-0"=D#X2`#]V M4`UPW\2(5>:]BK"%BNPH!%^L%E*H`02X%RT4A`O\`)_U6P&\%@O M!`%!Z4)`@`%3D&T?Z`5.P/\`6[I)")&E0I0@?:!\V,`-*O,%1H`)^?=9RP!E M`U`!#=9.85D55H$!27`&:>$?!!!X=F.H%&C=$&BW!GO?$#%>!%<,`?EX,1"+`!28>(J?)TC2AU*$,*(A`$ M/<89[L)0N4<$H2&LM=@`&O`+H3@S_A$@:*<%52!';`(1J?B<`D``5/!?U"D9 M9Z0=EXA&#P"*RGDYK?$*OC@)>K%!EXK*,AR/5YGQ@;>I82)>DS*TXQG,\G>^$H!1*W`#RE%PMB+A\0!&!!&/-!`"&0 M%H[P`+?Q`W0#@CA+3YF"44@%F@'!'&8J*X0G>*R=&O"`VBW(PW@%(>Q#7,)BILZ M'*]":GLQ#*0V!O$@F'^0JFRRJLVP-N82!Y:`H;8.,"WI],&BK":W9`9N.]T6(@3+5\`9S"$%R M4!9J`CIB`06Y]#95UAW%::[1$""=:Q80VYS#^78=L@![4!7F4A^XX`UH(+PO M$`-'8"YPP`9`=@)HT!JU`YZG!"/7JYH]PW-WV!"JT`%!8#86@WEV=26JZ1V+ M>YH,8;%B=K$9.TL])0"XU;'-P`,"TB_?.'MIX`(QD!;MP0TNT`E[@`)HM$;F M8@")@1"<)"\5H`-!/B`95$L`/^M.2MA!7K1(-3HJVBJ@= M^W#!]Q$4)30$7J`K28E"$AB49PH3,O!8?=NW/8!#E$59+,`K@[L22,I)(#2G MWI1VD9$0!6$G[J$,.\!$;*`>^`&R'+)?X:#"5_,'UZ9)J'!OW0%D-`!+``,1 M!%"*<%`='6`%"XP*:,#+H:(]7$@N;S>?=M)K^](&=A`'XK1?_-6V:*!]B(JK ME%F=T9![Z>"9=:`%6F`!2"`$EL`P1M(."U`';$":9:%*S->LS]J:]5FQ32,N MN>3*]R"^`.`OU'$)?T(XE(`W$&8`A-H&HBAY\IL;Z]J2??"N^/M1L)$:<&) MCIZY:GNS`"A```NP`Q5@`3+E'_Q%,][Q:JZ0`F4,:$M%M$5``-_6![X1!5)0+B1VAVOAL@J0_S?M<%`/0!63 M,"03ZEGQ7"XP<``:X"!4E7/&0!7"(0"W2BL+O!CHXB."R0888,R:LA@)%0=8 MY'/%`XCN[!"U&YM_,,_\%K]TV#R(]#F=8!73)3"W817O6W;(.;^%AYK.N=`AER-R M4"-'Q`T+?*.+<`*0(`DO!A>\;W8:S?GB=)RH]+T@AD/U0RPH5"7 MH`NZ4],VW>,-$0,K[)')4")4K1\/X"$6(`@"1JW:/V=/6DL1)C09$#)>`"-8D2 M2M':0AP4@16!0-!"0O`%%+`!,.`!&T`!)#`%'YA"7E`"+S`00/'HT%(4(P`M MWI8MFD`$J<$?04`'J!(WRF`(;;!;>=%G$/1E[BD!,>`"/6,NA.`'!60&OOAO M$(`9LN0(AJ!*!^(R`P=MO0J]BHLA&I(PFZ_2&L4@ M(D&0PY&@,#925W["/FF@8XB1.2--+N99P6,&$8]0-^9N(_=0*Y5QP!#P-NUA MPFGKFC]^.PU!,^0X`$4`@$`W`.28!X87'.4WY2`P.`D?R`<%(0#Q]4 M!`.`AFA>!!@J`8DQH6L$`%"/J(L#D13W`6:X86C>!SMPYF<(`-B7]009YP'P M`1\0MJ'BB5$-!FB?HV=``%C_D`\IH?]04==PV(9'V!L18Y7N$UEZ1LEP!F<4 M%".@DPR80DS00B0@!^@A!%IP`*1>!1^HD]7B!"O!5R&0(&04A MD,F;LQHQZY[,7@I_$@=4`!CO\:>$P[BOPO8)4#<\,C/;(@*VZ1W'!(O8P6>- M@S;B`!&H(!=ME`H;YQTP,)^NP!MZ`2AD\;V]G M?8]C`Z!_?U\-`GU^$GY],0]J?VU_=3U&`AIR?W9_)`VT`@]I<6E_:Q1)M[=F M07BO,::*9WX+,^4"11]L;';(J&,(']K` M:8/LA!\S`.-4@B`C"J2'J/P(R`?GDP8R'?\>=BBBY\]`,;+\H/'W*"*JAQ!- MJES)LN5*E)#&^`E"TX\(4Q,$"4`01$`CFC01".UPYLR8$#UE^I$IH,.IH@)> M%`GB]!S31'Z0%D'0!PV:/CN%^N$9A&Q/B4"#(A!0EFV0(H36"M`4DZ?<%R\0 M=.A@9F?0MA!IN32EJL."72OFPE,UQ@S,QXD2-=:D*`0"!DY8J&`Q8@@#S"IP MX"`!`@2)-@>F8&`CA@()#Z*].*DQ1/-FSWHSTGHH`:M$$3&(%&LSXT>4I:G\ MQ."A;@NWK@*>X&G31@N964LY#1A8!XBL";?X"AC01HZ<-LX=IA)6@3J-*#&, M0G)<(?7U M03-P,.20(DK=`LE$`H&BQ0])A-"'!`*X()`='`"C)RIT/>;IIRB=!.JHI()J M8@>#8"788JH(-L89%<;3B`BT.-8'HHK0XI529LC3AWP(ED)*48XYTML8_[;8 M6I2D!]G:[$%G*'&&+6<(YLUBO2GBE6ZET%+2)J6NVNIA?R1VZX&.V)J225YF M%<(5-8QP6PD,",7`$*&%1L(4(,@@!`P@4'``!A[(`%ML-=CK1&TJ>%$"`B%0 M,Q^LCG4PAP!$J%E'&D+\T&:R2A"R@PX,X2=3#`GH05T8TRAA1BXSM$$%,OZ9 MLI<$=IK7!@TA243+&0L`0)T/LKS:;(Q;>'`<'0A88!X;7T1AQDBW]M%!FP)( MH0<5;3#AGV#+U8.?&?3L1P40Q_F1!1L8MM%,)17%T88>8`3P`RF-]?'&$6FD M<1[1!ME:A`$TV@$!$#<>)%.M8SBER`D#O)V&<_])".#(U2FL,8X/_>&'D2HPWBI6W4/G#5N"[3`M4 MT`(GU"L$$N@``C*#`Q4L#`=XVZTJ%`0:[D$!#4@<&OH2@/:`@0P&B4$0`M(& M(`4C!/^QQ0OP`(H]=.[_)GNQ2=BH`X,3Q*!V,7C!"BP`#$$$`045T`<;('`$ MJF#':H))4@6@X`-(F4$$$X@.`)KD$"4&8!<#(4'P8D``KCWM$VI,9!K`\`.# M]"$*19#",\YC@3!XD1#+L``H[,"QX!$B.Y.2R5X(4;QG*&0/3QC$3EY0NC2R MP0<]P(1R>%`!KJ6A`F$(0@`L0`(:E(<-:NC!"8K@ASDH(@"P\P43/`D6>K`M M#6P0P@F",(%$]+`"!.JB<@3``P-L0&EM4D0/=6")$YP`%P+*$`P:\Q!CVH0A?*4(4FM*'Q M__O?(P(X"QPQ1EW[.X4BP,<`%[2@!?7J@`1NM1<&:(8%)7B!$W#0`PYZX*4P M]0`99.I`%;(`I7II1$E'V(*'@>\6$6R<%$31`"A90`LD.,(/%I`",-0!">N< M!G)J%P(!I$`/BZ3!$RX`A@H@E:`"D$>.SC&3``0.%7D%&VIYD234P```4%$VV*"'#TCA!U(8@!X\ M2QTP#.`(K$M)!!^P@P]@%7:]J,,,P&"`&:RA/52``/\R9-$(B>P`F]31@1[J M<``R_,`"U,$4$BR`@B-H``!J2"8O?#"`'US@`U1T6]MF,(`+1.IJ*-`/9J4@ M!0/H80-DZ%DU9Q+?-AB`!(U5&1*\XQ`E!`VKGAW(&BP0@-Q*IG$G^$"/SB:$ M/6A@!5VEPA[6:8Y5S:^A#X6HB$=,8OF5&'X2-0QB%(.N`LK/%._*0@FR<,(L MFB*")E7!"$XX01;@H(.E";*0A>P$%;R@`RK<3`D8T8<0G&$OE^D0`1`P4HF< M`64:J$(A@A`4@`FM0&02^D-]I-+E$4SM#57\0`+VJH0*\C&4PB'*@6SBB M3A_0PCH#]PT@,KP`0/!A5/T+H:M+>$`A66Z0)21QK2 M&VBT!GH@!%O[`->1_H$11`K4180`!:1N-+"7+6DAT``(^65=+33!W^FPS0(\ MXX8+IE.)"N#W"`/8@JV9+0,2E'K9XMX",HA"*?/ZH+(VT``,/"`+L"U%`%%@ ML%P34QH0_8$(/ M9"I3_PK,].<[+[(*&%!5S+#`A$2AG6-"8)DBY"`'0KD54D[0@(,(P)P_"`,, MF`!ML&(G44YNS-5/\(,?]"#:P;-:Q-0E]B"XZ;P`[YV*&$/P]OU1'(E@7L((Z_*%MU*'$0/K6 M"R'H_?'<4/S;14_U!D0[OV2(-N.I88J^0][TD(]]Z/7^29E8VO%VQ[OBL8;X MA$)D3S%<^ZN4@*WU&8D^#U'GR" M5F[NM)"`P^'`ACJ,Z>IG=[Z#/3QBD8_\_?"'B?M'GHK&4?]T@$MI3$L0H*AF MR:1Q/49S4%8;0Y`7#;-S'E`%"0A351!"7C!!7L`"#$`(09!D3E`$B!`KB;`7 M[$5U1(#4:`>U!`#21`%1A`%E4,8S7(M!U$A$A&"\#$(;F(U!S(?=%<(@N`; M<==G=$>","B#=^0-!:16IN`^JK(4E*$<,(B",1`Q,P@6F.2$A-!-_'8`)``# M6(B%-$`"&J`?=@`'6V`.+,@NUQ(9=`>%;K((^9&GQ09$M$4J*)*S2(NU0(V)(A).R(D MI"`J[K."@M$!2P1:Y]$#29!'@B#_",DQ&*18BJ9XBJB8BJJXBJS8BJY8BN.R M8BBWABUA@_8D`2'@!",P`D40`A-@-0RP&3QV=`SP`D,F9`V0&4N&`"/``D[` M?Z^29`E3(I,!+;:`A*DP"!/P!K5#;7N.H@Z?@ M.%,S1(31![7C%3CRC8WG9/`H=\8VCLN"CHF2"$Y6.U9P(H.3!A```U5@!"6( M@B%H!$;P`Q_P"1N0#"+0!9)AAJ5@AD7A%6*U(Y#@CKX1A$?!.XU`CDQ'A_6( MCNX"/5ZQ"+LB`!*@?YRRD7)(CAQI:17I@BOH%3R)CF:(!B:2"!:9"-UH+419 M._-(.T@)_XY#I'^:&)%_(`=4T!#?J(&(^(I8F95:N95>1+VMV+XERXN MP88OE`,]I1=Y@V0-DU/-6(PMP"_'6`5'T`$EH`(EP'0EX(P(@`AH($%W66.A M5!3[DRZ(`AZ$X&2-EW^3D2L[\A^J8B4EV2Z$H5;?LW+K:`;@\TD1$8=O4A7* M$(\142M9<0J$<"X:P0AG,!)7TP$/H")-TB`JJ1S,,#F8(B"R(*1 M>9']9YEODE$2`P_KN`AP9!5N^)C6`"&`)$PM.8=,%-S]`/:H:9Q%F3.,)Z&4D9Y#AWO@&E&;D8 MW4F$1TB.U;*"9JA_-F@3B"B(**JE93B(U;"!2^%"Z/-ADM&E@H@2CN"$ICF> M<%`!YCDIKF)/$FG>KJG?(J5`"2+QHF$I7(U"/!TN8&$$L",.Q8M'5!D#"`! M*L0`47`$5*=!9G<"NBA!0]`"+Y"?13#_`B#%+8M0J%G`%3+Z(A5J(E,J*K[! M/Q%!CO%(G%"J5NV"FJN2*!"AI%+:F*+Y86TH,27Q*T.$%26A"9(5!S,3$K.J M*,L0!PPQ#5FJIE5C+;98-?W7IM,ZA+:"D59BK0\Q5E%*CB>"(T(*F4ZZIHTX M5F7JFZWZK;FJKAV7-^&JKM2V)S`RGKX@3#+I?Z'IXF"[4!T$`_P;QI`,R<$X,5Z(Y(K`=-[14VWY3"[`I9K`S""Z?`F-4=HVM MLA$]Y635@@!XZ10(((%*,+$A$`6*%P(9:Y=.P#MINV1\@60M0``1(TJUP'+, M,A]5&[@F!C]5.1,160==]`::\&1[,0@N4`<<(`.!$IF"RU!"6[F(.!FXD`L6 M@$TS(DB5Z'^.P89!>[65>[KW<[DD5G):FRM613$PDM4`-2 MYP1.X&0EX`0"UP(BI:`(T`(KBPY#YQ2.\`+[R0A5@177""XNB[H!>[F+<(W< M!`!IL`D^49P":`_\'SD`= M$&``4F!.C$=MOFJU[-N^`!RSI@M_60NH6QNS)+<;5S-C>H$(>]%3?,$)&9L5 M((40(R!2)5`#(I4#3J"=10!2N-AD(2!C33%2^],MTQK`\:>ZCJ"'E'=<>/`! M.T!?`P``>K`'8J!ZI.D4*HP_JANX0O(B=0(`6@`!$%`'IJ,'$#`#,X`$B_>D M4ON_/3S%L@JTK&O`.?*ZH,*&$I0%1;`7JRD1);!D$6.7);`H+8``:%"\DI(# M9"P`"EH+!)#&3H$&^>G&_'<+$5-E@#N]5%QBEWN53:9$/T`#*Z`!/O!K&G"% MJL=ZW/K'\//#@@N'?Z=XEFQZEJR0C2@Q_CK_P)##IP`3@`GWY",7;EQWP`A=LP;90LB]7`TMV$"$PQN$D*1L!=4VV@RR*F7UZ MS%E)A&!*@F]G=F='?8")S-1`'=C7')8I;9SV28J/$0(Q\'15UABXS!=G4`1DK-,7VM8;]709 M(1,2X'1PVK*"_=F@'=JB/=JD[95<3:NT&)_,NA$S;:-F<,\9,2T,0``EHM,9 M455YB14]FL>TT`$MYX:Z6=K"/=S$7=S&K=4H+4"&S=+7["VCVMKGDA6EFG\= MD`-?K`@E*]8'73%.5Q7WU'*[88;'/=[D7=[F?=Y?R=6S>-C_^[/4X-(G,?_6 M:OFF6>`3<8W6L8L`69`MBU#?([6!`K"R8IJG"&7-!5[-![ZG"8[,"W[,#0Z? M#\ZG$:ZG$T[A\K>>RHXG)`#^S/"T1WBWE(9 M8]&;7VW:%X[@,T[-%2[5-<[@.>[@.P[A/2[A/V[A!D3C0V[:$R6+2\K>OEJ+ MU%8*$@!U)DP+5U`$W1("^&T*9Y`#BK$H2)V&3?;2"KW502[D':[@8X[C1:[C M:<[C:^[C;0[D;T[F",WF9>ZGA*W<]RDFNYXZ^ M&Q)@"P[+*E4EX()AY?^-W51^8R2>Q]0`KY%NX)_NGC>.X;DNYIVNZ9".Z9O. MZ9FNZ[TN[,'NBAENR@CK4($.(#,MZW7M8>^R&[O!=/W[R54;RMH.?]S>[=7K MR>!>N=]NN3%A&&LPG[QB9Y8;J[,N[>]B$M$^Y.,^R>)>[S!;[O@>Q=F^[X&K M[PYU[@%DJ@=,8B1["M<8[V#+"1?:[_[^L@#_\.TNQ1*_[?=>\0`;\?VC*/:7 M[HFQ[LT.8K5"ZZO"VSC*LAA/M1J?\OFS\BQ_4"[_\BU_\00K\"OFAB$/\]VB MQV$-8Z?*R4XM\_1'\T(O_V(Q7_3V<_1('S]*7S\L,Y8__5@'_9B/_;G?,(='_6!^I4^N?9K3_9N__9P'_>X;B5;OYQ> MG\RCF_?@1ZMY+_=^__>`'_C*;O90GQA2[Y5>@HZSFO=A+OB.__B0__=:3\KI MG(9W'_DD;:TL:H0;U8U$61D//:[CF`HPM`@5@RK*\2M5@V8=LY(MZ&")",0&U7TV0JF@CPF,4["D7ZMWHM&0-V[!3@>`J\<^TY(@(9 M(1$%+1@HJ9F-EQ%78YP_^14>WII?00O8/FV3H7^+T[>\"@\W$1D"H),V"!&] M;_\3(@`K(M`8KH_YGZW>:6__4*WY*0H(8V9F?GY]?0(BA(2&AAU^@X6-?9.' M`I1^`F:/A)=C@H*#9IJ%9I2"(6GMR&-A6>%?9%C(AW(?JK,S,TB?MC9MI+)?AV1LYB$S6CDI[M]'6/=X\", MD!V*$J;MH(:BTV.SW?W^_P`#"AQ(L*#!@P@3*EPXL,^8#@O4_%EQJ50A:0PS M:MS(L:/'A(<.N9)D*@9&19"\"1O4:Y'%9-H&Q3@D,Q@I2(AP4E,[<)HQKIJ`` M2RJ5(%)1"`$Q-*E25T^='U#[\A7J`.[92YQ2.^54QR[EJX^($RM>S+B@PSX1 M)U9,V;BRYI*/PPMGJ3L"Z@!QRXR)8\`8-FF]=1#,>+GX4L0H\ M`\K45S-$^<%#%B]H`@XNAV5FX848+N801!)1-,Y%&88HXHC^H$52)@L8,``* M-<2U5S8H04+:-VB$P!!D_P8[A_@GR0!7Y#1`$5+I\DDH?1"0P$YV610) M:2(H4AA)4>ZXFRIHN$7`!_49@`(*`J3H@A1%%&%`"SN0IUL".VBU`)?7..D' M`2V,4@A75;)4Q``7N%`$.[@H(@)OQ/R"S4Y!?!#``"X$DY(!TF5[F;R;F(N!N$ M"^ZZN_]4P06'M$D'+R0`P!-*)I&)"RAT(`4!%$>!@@OT]+'G``)TT((!1_!H M<,@"//#`!"<;TFD02_E1PPXGU%+$`^.Z>T@,5VT"5W<\+'4&>A/L&<03.QP1 M0,U^O$#``RA(5[`(`IQ`,P/&Z(*P(?/G;WWX`'+OC@(>TS5C.C/EKPP"[4$`0!*;BP MP`X)^!G$`BY('H3*#SSN0@)%[$#$`C>W8-T@"`"PP`M;&Q`$#RYT':8++7A7 M`YL/I(T"F344(4`-"`11`^V;0XV"`00([X*T7$N^\>6RL6+_)G4#=.UH$1)( M\0`11<2P,3@2U"#%#J1+(46+I7?]0.,N'%%$%I=G_D(-`'1M1@A[\N`'`D0, MR34*18!=YQBWNAV020`A>,@$GC"`(%Q`"BFH',&.\)P+"`!VIDO9JIZ@'C\) M8``O&)\+GM`I*90@=UGPW?`(%HU'C&H%0?C2YEI`,'\1[H8XS*$.D96W?>!* M`+HR!*]V2,0B&A%N.[K$8T9!A)+=B6+B:U@"U/:!(_1I`5-T00#>)+G//6`` M"Y`""AR%@@@"T6,6V($:!Z"!(!`A!0%X`-(>(`6N$>$!.WC:'5?`@P00``%2 M0(`706B`V.UN`7T\`A&"0+GUH>`!_^_35R2"T,";#0!"CSJ#%"X`LC%LK!DQ M","7GJ"R1PI@!U]*4R$7T$0B)"\!*=#>$<"XB@ZD;``$.$$"`H"``.S@`7T4 M'^;BF`!*0E)>Z.G#`P#`)CWBL0A$>((+4E`#(E23!RB8(A'Z^(`^A^%16#SDDF1/Y+9\`#>@. M1_&3,R!@!SR@%"(6*8``5#,(EZ.9&[,9ESLF(`ENA.@BI;"`1"6`3;6X8!NK M1L<'P),(&PQ"`'BP`XB2J:5!(!/W)N?&,''A!3N`B\I.0`0#(G21QQE=2,TP M@;M,[A("./]"`I2*C*0-P!#G.X,9$)``'F!SD;'+`@I.(+XB2$$`E#3``F+P M!&;N8(1$D(`(]H$I$+:`A%4=U0!:0(3C$8%-.(59R!YBAA9((0AP$6=,$0#" MJC8PI@2`Z<68>=<<2.$%T8P!^1(0H0;Z,:=A4)P?_B,`[;5+?#%0:CT%2MK2 M%K&'D.D0$"WR3].Z]K7+$M4AQJ#6SK:@#TZ!9KL2\`0BN*L("8A!Z#8F7"YL M+$Q_S6N:3OF"(,!F##$`K;NT&+DB0+2!`@`=O(K`!3,)('2$?9P&L!@#`JP` MN.Y"@7>6VERJPB9,+>`;.&P9@B.T@&4:H!2^(00M2\`($O`"$ MP6-D`HFA83-,<2R@"]T'?\!;`^P/@`;P#$==!U$"2(&G0?"#`2#K7`V$D(YD M)1@]1"`!1H[5#%>+7%0,`=LJ6UEN^_QA2@CQB?;4ZLM@5@Q0)$#8%8SO"%(( M0)I9F0D>&&!1"YC^30!'=XF"'(SMN.YR*/\"<`%'I;F!*#`@ M.5>P`M>MR(!WWD$`CN""FFV/E+"48PO`ZH(+=)A[`I@`R]9'Q_%9-P&-EA:J MJU>PXS*R>Q2;Y:(H+:W)Z?(!)_Y2$8Y@_P#99?>!Q=0SF@'+TD<.3(P\8&0` M4M!`2QQP?\5D)4[#R,@'_IA-YE/V!1:@LD2-KW.+?((4Z#RY+[(HIX,PFKM8 M^H!>;^\[88ZWO!ES*]7JZ"X]F;>^]WT0H!SB9BY(7A"R\,?[9&)[#]C.=R7W M72)!AN!$>I]U:Y`%V&2B3$@M>`ZRD(6%$\`[RI'C!-*)IO)^O'O+(4"9?.>9 M%#X.D@66SG(ZVG$_B+I`9:I!PF=R,^L4Z`$U:%O#;8F?`EFG!C7X8W)BH!S/ MX.=]WDF9;#*!L6-*W.=)>@!^A->[\M:`II3H@'^?I!+<.`H;GN_=5 MW+HXE=1OG8[QE/\7(;&AGFH-7-:=+"#G[BKAM^`'3Q"]J3827,XWX1B%FXEJ)P!0*:'&5!#+C M$OF0O#J4B%O<4ODEEC@*,@XA^ZMP@_2(8!`["A85$X4#/EAAA%,D4!A;TH-> MZP!]+7@1@QS4`#Z(F)?I9RMZY5?C)TB%RP(J=C@JV_X33B'X,]Z`")>`0XD= M8[S\YR_$U/;S%OCV,OWW3R)_8_XN1I(/HY(#^>8,(V$EN]`/H5`8H2`,7;9B MB(<((L`+D0)ZPK>`,"30([/`)HM=EH%`>P2""I1$2*['_"P]! M$K1%(+.!"R$H"G3P@<"`$J&0![Q@2X"!6R"(?CL"*,H@@B*8?Z;0`5D0=`>R M@#*81$P"#E(U"*0Q#,7`?U:H;X8G&8B7?U?8A2$B$D!Q>PR""SJ#$]*P#%@A M1$2(;^R`#)\P6SO2!RM6)`D(@'1A(R&3"P"(;[J!>"'8$QAX)$5H%P>R(P`X M!LLP>F]("6RA#J0W&UKQ"$?!(Q*P"A=1@O!`@B"X(T.#@N8`*"`(ALU`"01-UJQ+!#$3!_PCYH`V9\`O-V`F(@19Z`0^S M=Q0D@1HM,8:ET@^\Z`_0:`T_40_"0!/O"!SO:!@"Z`[(*!B-X$*WUPZX:(S^ MF!E92!'6R(7_6)`:9='R4\":1%$B9=^V?]O_H`1Y6"(D'@3(PF5UD@L9#D;,JE_[E@A%RD0*1@. M:IF2)UB5)!F7Z-@-]:22_8"`DC"(FI`39_$/O-"',.@8HX"-G`$.K/67L(D0 M03D97:%XL7F;Z/@.WH@&)N,0#8D/I[$PPBB9.(F342*(5O*-^?"6H^@(SP@6 MP"D,*R$B@GQ"A#`JA$FJAB)BA`DJA_,FA$OJA(!JB(CJB!AHKUY!:;/#_ M51-`"-O"$D7UHC87HS`ZHS):HS1ZHS::HSBZHSK:HSSZHSX:I$`ZI$):I$1Z MI$::I$BZI$K:I$SZI$X:I5`ZI5):I51ZI5::I5BZI5IJHSGC">2B!FF@`6'# M`PL0-G&6IFJZIFS:IF[ZIG`:IW(ZIW1:IW9ZIWB:IWJZIWS:IW[ZIX`:J((Z MJ(1:J(9ZJ(B:J'!Z`6O`!A60!CJ@!I&J!I1:`91ZJ9B:J9JZJ9S:J9[ZJ:`: MJJ(ZJJ1:JJ9ZJJB:JJJZJJS:JJ[ZJK`:J[(ZJ[1:J[9ZJY>Z!KJJJVS`!FW0 M!FGP!VD@![W*!G+P!\B:K,JZK,S:K,[ZK-`:K=(Z_ZW46JW6>JW8FJW:NJW< MVJW>^JW@&J[B.J[D6J[F>J[HBJ[%NJYRT`;'^@=Q$`?I.J_T6J_V>J_XFJ_Z MNJ_\VJ_^^J\`NZQPD*S&^JY_,+#("@<**P<,&[`.^[`0&[$2.[$46[$6>['Y MVJL8N[$^[$@&[(B"[`(.[(F>[(HF[(JN[(L*[$:V[(P&[,R.[,T6[,L M&P?%&JYI\*M4L`85P+,5@*QI,*P5H`["TE+H& M;0"O3-L&%6`!4*L#PTH%<9`&%3"VDEJX:0`%:T`%D8NLOUH!>$`%C_NSQPH' M]`&@_L'QMH&=3`#%O"S4%"X:Z`#>O"T-AN\PCN\Q/NMQ%JU,Y`#!&!5 M/!``:R`'%0``XA1GS0L&SPNL"8!(/!!+>-"K7TN['&!2;``!/"`%.G"PFYL& M#Z,!::`&L:0&\5D4$.@!&S,LU4G"T%<`&=?!%;1`'D9L& M!O`$N4NW%\"\VLL#O:4'^&M53V``P_JK?U`_$,PU.[`&4&`'`'`$$YP"8%`! M8V+_M;1;`5O$O$^P`F+Z!W*P!@^4!FS@NFVP!BME50\P`W4P.@3P!#J,!\4[ MQ$1J!A>0!#OPLW4P`&J4O2RE`2L``#H00TN\`S/@KG(`!VGP`=QF0&8Z M`++[`8ZR`VQ$R15`9RCLJ$?`4G8>U[&^K-M M,`,\$`8`L+/`-;A5J\GU@0=ZB[9R8`%*4ZR<&P0&8,"6_*N#JP.JLP/0"P!< M`[V@#`:^:JQ_T`8$(,<$JP-*TZA#&[^GFW#0-+MG[`(5(+68FP8!\`0B/;4& M&\PT7=,V?;$#2\P?T`9VD+1ML$AW[,:8/`-'\`"8JS))6P&+-`-=_`=?3,8S M<$HI\`"YJP$_H,DK8*D_L$E/T+5MA$OMG`9>%<#Q*ZSGY:YPD+@!, M4WO1,*RQ:=#1R^J^%V#-Q`H'#&T!/X!*1[`&R*H'4[W2!^S2"U`'\3NT-YW: MJKW:_8JP89PHC^JH,R#-`XO:0[M(^ZPR-&P!*?`$?*NL2U*#7,$RL:T!80ZNQ6"NO<:#)&N"H8"#=F`O*`+"N?V`'.>#1 M"5L'*5#9OWK)<+"W564!H#P`;``%==!21-"UM.O2,'V\#L:W]UT`0\0`/OZ98NK:X- M``*P.^8#!DC0,!5`V+1;PQ5PT7(`/REP!*/2O9$;XEZ<`T2PXP+P`9#ZT@`0 MPV$@!46^`Z([;@;PJ%K%TU?P!"EPX"G@`]N-`,-:LEV>Y5C4_ZMK@$T`H`>J M(^GV#=H!(+O$2@4(8$7%C@+_W:N8K]T!7`&8VP9I@L+'R@:U\[O]_`>NLP!'$`;)]@1@8,!I@`=6Y+JN6P>$ M9:F.RK#B'@>JD]4?\`0U8`'I?N\T/[60"M<$Z[[.ZZA(6^B7$_1/8#$U/[1X MT"@[@.&]V]()'_=RS^'M*@>:?NL%3/^YV6L!-`RO?6T!P*0&D\!?W]Q M:7A!!A45;6G_L+%_;`!/4G%P;1H+'Q4#01]LCFFEA+>Y;#HI%SJ.%51K4D]Z MME`I0Y,"1T^9!BAE2I'!,N:/"NJ(SM'QKR+FSY\^@0XL>_TVZM.G. M<5ZQF;$`S.+4=AP9>!+DQ8(@;G7$L9/FPH-XX-:$J=9F\1\P1P:DF:&R#:]2 M:72$D=)&^%MYS=*DD%+N]H+O/T)*$?!]P8\P*`RT@?*'RI$5,VAP_\8&3APU M`6CH^",W@#=':P3QPQ/@K:`#2^``$(8&J;%1`1@_:/#!"0O89IL&:Q!06WDI MX/&4=PN@L`X>I+PB1P4?A/&!!F$,.)0>I@11W@)/`'#:C3CFJ...//;HHXZ+ MR4'%!VK(P=X?0<8%P``#?"#2'W;\<99BI"P'QCNQ_5$'`'JTH0.1WS"66AQ< MV@+&'J_``<33?_V)8DC?\C!I0Y@&#)*?6PR%5L; M?9421REQ-OH!'HP@Z248>JS)&(J!&2!GHS,,N>F<6\U)YUG-_,1F&W&`@14> M`VST3ALS.!JG23_6:NNMN.:JZZ[SI`;08O"D)LR:?#-NML"!4T&Z[P#G2,#S-O.PO`'S:O'% M&&>L\<;VC!D0L??\6ZZ:L:BYF3SM+MO3NKR\LFC"JIUM2Z0!ERWLFE-_+?GDE%?.,7!W"_Q/-'T.6L^\SZX+1;OTT:745V_]]:3ERRQ+W'?O_??<0Y?O]_ARCPOXW#/LO3M8IQM+ M]^Q'Q[T.!Z(O>[_,H-\](^\SC$NYYRL?`,_'DO(-RGL$A)\M;A'`[UT#_QKZ M^YXU$AC!"EKP@AC,H`8WR,$.>O"#(`RA"$=(PA*:\(0HO&`L#!"`%KKPA3", MH0QEB((:BNB%-YRA#G?(0Q=>X`(MM&$.163#'AJ1AD(4(@R+2$,=,C$`2ERB MB(`8PQSB\(A8S*(6M\C%+GKQBV`,HQC'2,8RFO&,:$QC`%8@E0$\X`@\X`$! MYDC'.MKQCGC,HQ[WR,<^^O&/@`RD(`=)R$(:\I"(3*0B%\G(1CKRD9",I"0G M2LJSGOB\IS[MR<]\]G.?_@PH0`?ZSX(*U*`#K0GL&/$JQL1-;Q"+J$0G2M&* M6O2B&,VH1C?*T8YZM*+8"ZE(1TI2A^Q"<_3XJ$I7RM*6NO2E,/U=26=*TYK2 M-!9YLZE.=\K3GOK4>L'+Z4^'2M2B&O6H/#H>4I?*U*8Z]:E0C:I4ITI5HQJL MJEC-JE:W>KF'_VI7Q(:U#6$=JV016P>ZTL.N M&UCK*]0J6;&^M0Z'_:IH1TO:@2A@"JA%;17^((,I'.`/%)B"$/HZ!1G(0PX> MF`(,Y`$!U/)U`U/XPBL.0`$0@&`*&$C+:7?["A^@=@/R<*YM\4%6M<2G@G`V`0`Q_L#`( M,(`!_-HVP!B0!PR,.]WV-A@?&N:PA[547`_```-5`(%W-3S=`&]`"`3>+@5D M_P"$5]2AN"!XK8]U#`/\4J`.&"`P?&4@!`C@5\4R_J^4I_Q5$-/CP'_`[X;/ M>N)7%#?&T.6R<3%L80S+(,B;G8('VF#EL^9VNWSU09?M<68AIMK M7-`:%P30M;$\\!OF5PA!P"#8\Q\P``+F_J$*'O"!/!(M#PL[.,,>L"UYMT#E M3GO:J0&6@0]&?10LXS?&3>XR@REPZ$LS>+M5X,`6+LR!&-NCS1"6P8B]:^)+ MUZ/6(*!SE`<-:`MO=\V"?@6AYU%G,+_"V?>@=%_QZP$,Z`L[5]X)?X65>RM;(6QWMOJ^Q\OG(= M=1YX;P>,<&47_0\<%P+'C^+PF,]#V@D70H>AKO&J6_UZ;98'R(%]XEF#^[B0 MI?2AQ_QC$'Q6Y&S>,J._KNDYTZ/L9P="&]R=<#@/'.E_+O2RC?YU#/\[RQ1` M+-2%T%T?&_?JB$\\Y;+NY8`?'-L37K2,];J!&!_@WJ]8.X:7CF1*6SG&7Z#\ M=BO;X%&/E;V<9S1ZG2MCR)[_&;UWK_?1]V[N2.LUP`ZV<7X>B,XV&PJ;N!C+%@(`P'S9]TNAMLP\C]7X2@@UK=@ M1XX!.7^=U^3J?G[?ZO6)IR7V6]BNWHL^X59PI5G?Q5YP959JF`^&Q5^Y`EJ\1P]W55<^ M<(?V``%[Q7-ZA5>&M0%NR%N950]U@%B#^%=VL(>%2!IMX`!_8`-HV(0`&5>`#'6`5BX!R_>(QFU08PEFE: M4`\;X`'8"(O1-UT00`'8Z`'79HP4=R,.<`=_X`81L`]-X`:\U01\P`<18`)\ MX`;[41H9T`3^``$WT(GZ@(ZE:%1?4(LRIV"P97\+H0`4AO\DJ,A<,)"0];"' MCZ:+?8A_O/**2%(%O`9<12<&OF>1\P`!S.B`LOAHS"4#(28&5>`<'CD/]>6` M%/D*7]!E,G!I1?8'!U`%D@8$)68:-H`%?Y`!Z:@/$9`!?74'&2!8$`"/IL$! MO:@/^GB)`0&4_UA4"J!H>49>:N9=/C"3%/!S=="0%!!FQ.61,-"*\<5;4P!= MSH607L9<"-F5V.9='H!A'"`#G,8!&+!C9L5@MG@K2!!KFW44P#5K848!O"9G M[%4'K3,O=6%H9TE\:1_+@/&?".!?`'6,". MI$F4I,F.6!`!?-`$S@$!^"B5?[#_CJ_@!N_HDW\PE'^@`TL@B04`CW40`1`0 M`>QH`^X8`9+()L?IDZ4I#QG@DP[`FDUPB380`;\YFK;)!Z/Y!P5@FK\9`:N9 MFK:)G&=U`]^)FS80FJWI'&[@`.[HFC\9E$VPG?(0G7QPE*\0FM99FUC@CAE@ M!_XYE5M3>89Y>=^5:7M57QX(`F8UDTQ(C/&G``>`F7E985/`7H6'`3``7,[A M6DA7F5]``;N%B\SH`]6F)9GF@;7(E[N"D&+@C0K@''60%I29@6WPDO2P!7E) M6&U@DB7W<\!5#QU&@]]W5A1P`'E)#W!0DUI0;5]0>`-1`":`!5):``YP`\YA M`EB:FVZ`_P5+T*7N&(DW$)]MX(Z7F`%3*J7LJ)L%D(ZA60!2BJ58P`>Y"9X% M<`,04`?P6)I3JH]'T08WX``.8`)@R@>4>`/WZ0!NL`14>I^SF8X%L`1PJJ7G M:)3]:0*'R@>E>0='L:=>NJ:$.J=T"I1MP)I0^0J?.J=-8`>L2:6$FIM?B@5W M8`(%(*NX*:`;LP%`0&V\9I@.R%QM((OJ)F3'YY$,!@%W!EV0>8LA1HQUX`%" M8&YYZJ$V*6^XZ&+5%B55^5:&R:*Z`@-3<*1B0*VO4'2R-6DG2"X44`6!5U>G MQ0%.9IG0-P_CZHU']@(SD&A"V>12"&@=WX/\`$'`'!PL! M2V`#CLHF!WNE/WF?F'I6!_L*OYF;1`F>.G`'N/F.9[4$?W"?EX@%/7D';!6: M?T"KI"FR31"4*UL`^BB)'8N;LOJH,8NJ8^H&)D`N@3JSKQ`!^-B>K_"R=8JQ M(AN:9DH/1OL'BGJE4!FIN8F/(TNUNKDC$"`$6BMP=%B&=74`6[NU3!FV6MN7 M_%9P!_"9]Z"V]\`!K2@0!G@`2/D%32:'";@%@C6"@L4!=(M761N"HY%=+>FK M?[`%129_RDA8QY5:"">B-]J7'&EN:9&O(9IABXM:((!DMJ5EO'9FC"L#WIHK MIQ5F.OET85:9Y#)N>1L``3/Y5Z>5 M@3/I'`<@D`(!`5I*J,Y!G'-*G!F[!`JKL.8IL1EP`XBJL\^KL!K;!G3JI?)` MG$[;LP5P!XB*!7%@F_+`O5+IO7QP`\][`QGPE`[(ONU;IND8J'VULW3Z"C>` M!?HH#U)Z5N@HONEXM3<[O=5+#_,X#S?["A)[M0FLL3QB8=@88U6`!/-07!GX MKPF&C0R8:-_H8O@P8A2PKA?J#S\V@0"!D@1Q6KMZK[TUPB5L#\&::>PZD$"@ M7\YQ9S!LH2,\;IXA`_;7D`7Y!X>V@>I&@H!Y5KW59!#0Q,Y1E3?YD)6Y9\H( MEW+F5DU\%->*_P'C:E9`@(Q97`>ABRM"D,1"C*Y>QFOFQK<>%U8B=FG>Z(*$ M.[Q(A[8V)P\V=V;@YGM`D):#UH!S61`0L*CIB(X9D`$.T)I$2:@VT,@V(*83 MJX^CB04WX,B-K+%Z&I_RX+$_2;5VX`#3VYT]B[$]VP8>>P/[0;*.#%F5'+\0 M8,DX:[_Q>X[Y^P<_>P.^8INFC)S&.<"H6<"&NK$;)IGMS&5EM7M: M@KI0.LZXN&@[R1`PD,1.%F*^6I7?A7#!I6P*T&'-19!:P*X2Z650^O]J%ARL MS%7&\!R1THA>-_EPW37&MQ*L/P?":(RO"7G&.S@%?'6B(XQZ>_;.T<6@K_#% M8MS$O8MT!*EUY0S.`]$$J&F^=F`"#0NHO5FG,AJQ8ZJRE/S*KTK+$,P'$%". M:3&]-L"SSJ&IKS"/4!NT01F/^8NFKS#3_-O*=O"EI(RS$1"4TPO4K^"Q^NB3 M;4"KY@#L5N5F29I6RD#V/A:VN4!KX78%"!I.KJK'O`%Q@B`['J,0D9< MQSB!KU@%CF97V8QA(UFM.B=DP7ICD@E;,/#_N-B&7OLJT@T!`2,WPNSJ'#"V MH;4UDX7'D5P)`4VZ8]K,:(\X8H@56Y76VR%YK739DC#VQ?@FT;?RI+ZMN&'V M8SM6P9.:F9M_H9@3F`>FZ:!X@W;V8I*_VP0YXC#<P!+S\DR90WQ!@!QG0W^_X M5G>ZG=7YX`_.RE!9C@0^FD:[W^^(O_)PRZT)CVWRCN[XC@C^RVH=E/#(JG2: ME/P]FN%;WY)(UQ"\(\TL#QCY;!AFT?+@UP/)@BMH:`;)?;4EH6RE`/WJ`WGI M9S"`E7XHVA#P!97I_P-%5@>'!@-U*6/N]6%@/L^0)=H&:-Y_T&`F6`]BT+MU M$(]C@_C6@=LF7GQ!0+56+CR=HT:"HZ?L81HBUU?\%H>&(2&_5T*`+AGI8)R MFU[2#%/@]U^PI:T((RS(2` MF[5A*V0SZ(3WT.EH")%<3K:FKH)X6Q"*2K0,G)R"*@\VT)U8$"4]Z8#)V9/[ MP0%NX`9\A;`ABP4"+HD.`.V_&1N*6@"G6IK8GG##+@\Z(.S.(>!1TE?=Z>O2 MGHF;.*9#?;Z/S+]N4`#U"`'EWI.1R%?%S@')F8DZ\.N36.[U^>YOY>Q.&__P M37DC<9YE,V9V?Q"0_$7D?P!A(QSQ^C"A%&Q6+I;%KL6AS]9DT)IE,(#Q8`MS M*LR9#R^9-[H!#0FOW;A;/FP/>4F,WGKP]6!SF^=K>ZWPEFN3`]9:D8XQ?MCQ MN*H0/:F)1$_TM4JE19_T2F_T2Z^)1S^]3<#T$>"^3M_T5M_TM7KT2+_T#ZZ) M$<"H65_T87_U9+_U9E_V83_V_,OC>/T'?EUMTAA<-[V@4WDA@\$&,!@>1Y_"/\* M\5?PO))K0;\0T;G5HC_ZI%_ZIG_ZJ$_@U'L#9YW_^J[_^K"_OH@*^[1?^[9O M^LF9(W%N58:T]E]R,_$PGX\7(!MF"C?:19&>>.Z6PP_TH4V]VE) M>7^X!6\KDN7GAR.,WF8%"%]5/AL@!W\'4QP0'C`0,!X^B"`^0E-_?V(>F`H4 M?R0@6VUB4W4;4U]_'%5B?R`;F+&K"JH>&'\P%'6,M!RML9-B&\-U=1ZT6U6P M,C*[54)_%,UVD!#`U]C9VMOKK[.WN[_#PA5/TC75P MMM>-L:RQ8B#T`LKX@\'3_[4#'J8DI*!%E8PJ%/H5HA"1%L$I"NH\I(#QCY`J MF#1Q\J3)`P4/J?XH@%@%@S5*V#Y&E,'A3YV3)MMX!'&-`L"`L))%%&/G#Z.3 M,HIN.'ER2[RG4*-*G4JUJM6K6+-JW

/'D"-+GHR5@T7* MF#-KWLRYL^?/H$.+'DVZM.G3J%.K7LVZM>O7L&/+GDV[MNW;N'/KWLV[M^_? MP(,+'TZ\N/'CR),K7\Z\N?/GT*-+GTZ]NO7KV+-KW\Z]N_?OX,.+MPZ!&*;R M&_^LH1\VS!JA83[JR-H@'Y,I2=LX'#B`/U:;#4)L@9'&P01L&LC?,7D9M MP&!>6PAQ("8*LA>7?OR-I^&&PL$``@BWJ/0A+1Y^:"(M'I@(T"%_R``"-)B4 M6!\V"J@H`Q443J$BBT*`X`%8/OG@HHH@&/0'$`"I]<<7.GY(04U$CHB+BD`H MR>&56,Y6(D@M2NDA!@J$J8`D*8;I$P@UN0BC,1^F=,T_5>Q7!0B+^?`A#!O\ M8\A.(%CD$Q('A`D0#`K`R(&)+$XRA3`I>A(F!B!4$28AD-`*I(MALD7_D7Q.`4N0L?B(EX@N MSH6)3RFU04&M?TP4RP$@8N(#GG]L(4.BFE9KK6J;#<&8(&2B!S71*_##0`63!%1(:'^"TS&[9H[Y3$U M5O%@(5R>]P>\O])3R8N)*`13OC#'`BD%8D"ZB2M2YR6RD;)``L)`0LR= M&RB@(S2,VP1X?S9GZP/M'GK2(ROIXDJND$&2T0+!&<4;0RZ*P0RA`"`3I(F&BH"@<>$=`#*(0ATC$ M(AKQB/](3*(2E\C$)CI1->D)1WG<48\2`H3;?``1$*AE0@TX0\F*(!9(G`'/F2@ M"4M8`A:PXH`;B".8Y<#"'2))FTY,P7K;$$/5TG&*RR1B79T$R2<[0[YC7*U$ M>KO:/K1Q`&6HA&UAN65/&(8+4,:"2;4DB"YP`<^J^!*8PLS_1AM,D`$9.N`. MD*Q*'&3H#6B20YK4E$T=KLF,6,B@$QZ0@37J``EI;$((GX29D$S2"C'4"@:U M*A0PI*&D+S@%!C#ZPF(\J5$*Q&4+(8(,0NIP%RW(9REV2J<"?J2--I"/`@H8 M(S:8@<@I;`&/L3B6#_K#B)999(LQZJAJ$^33!$@ZH`DZ@$`3 MO(J)#`0V`G3M:@06"0'(_J$`7-8V4U$^*4@:O.1<_&Y`(2Q]")&UVA M-X]ALU0>J`]V==D^,:;O+46J0A5@``?+Z7(*+KF:?)`*#%\\XQS-Q((#W'"# M-@RTL!FXP5<1VEC(KK4`$%@")(-I@SO4P0$F<(,#^'`'82X!`E@P@8+'>ED5 MAY4/?_CG:TF+V@*H^`]\6`)<(7`'$;O!P\W\0X=%W(0;.``"-YAL`98@3!,P M&<1S#:P#1@S9`O38`1%N`T0S8()?U8&@6%Z"#9:L8+':H0`WR,"([Z!FT0*W M,>.T7*T6A?$(%`@EQ89JDKBN[OZ*$"C@_"8!PYP*!E>2A44\:YW^9F)PPTD M%ZJ(EV0@-9`M3`%&^=(;),QR:4S805:U0)8TLA&KH("@%:"&0$M6RK`#<*2\ M4ERF46X``:[$QX6)G\OIJ-\`"DN.RUJ_^L<%8V(L;3'#9)6`BVBA> M0@;$?`W77I;'`=6!D:V,"1OKX(_3?'-A?%"/A'"IT_I$`G'=UUR#U$A%EP`" M!DPJ`QA\P7:8Z(A1S'2ODY(DO#:A1"X@0D`2>M8&-D&6S_HF;-.=G?SP=PF('O613S-L\<"H4@.9+%O M+&1:ZZ'?0.ZQX.HUCHV)9T_[LC`&N,`+,U3V6`(:""\((UAT M<48C`I;W-,D!Q$`13)_\SK'L^'=I.JQ.D&`RFHB+#(25Z651$I?LV4M!\@(# ML"0B9R!0RQ8V<$$?7"87EO$SZ$L?$G#2N1QW--O@UVL`F#W4' MHD5,RV1C7:5C34=;4`A0YW$#`=5A@S2%HE5,!6`#=6`#DH5K\^=7=!<'?$"` MEX6,OM6$\!=:]!<'0;9KV!AN<0=_OM95Y0@!0?>$?B6&^4=KKK5N*.9,^/>$ M]&<4WRA,A]>(!_B(F?%4VU`'!Y!.X%`'.00,$,E'H^)YDM$&A!8/&2)%>Q06 M'=D-/G``E20.6@9X-L`@#O5()_EN=+AK?`!X>:%K*"9;";4-#O!;@TC_DT81 M%^"7DR23DX.4#EKV;WDAE`R)'1N0"R_Y,!S@6%+I6$4F5T7V=%.9E5E)3%EY M!W<@5U(9`3=@3%I9EF9YEFCI6&*IEFF6EF[YEG#YE@&UE,P1@1XT-[562'I9 M2&X0`4^XEX`9F)@U?H+)5&B=0=7(8(*;7 M,%0ZH51[]I3=8(6HA0FPQ5M])6MUY5>RYJ*8D*>U!59BIEA^50`9X(V+]&)\ M@*>TM4S61Z>'U%=-$/^7C3[$2$A1!&?>CEG,WEK`Z@[8%!W,- MDD(!+'(,/&$,0)`GUP0PL'!ITK4!@G"7V()4NE1[-J$3,V@4J+`-0U4?F2BA M>.%>K9)?+:$3.#$%&K4OW/4'6J!-+C@.;RAB\Z83289E7QEF`$>O)_8'?&H# M\K9@=V`-?XI:/U9EOV1,"]9E2.9C=W"-@11M8U9M;M9,L,5_DY5B9C57]+=@ M:19C3]9_:*9F\Z8#VF=(5K9(8XD%TM1DAO1LU^`&U490/*9F/V8-2\`'R9;_ M9(04D[8*#S42KIFXJ^S53BL$`P,!:GNF#R;E"5M``86P9_4Q3E!:.F!1-J.1 M/,/E@MNJ39R&:?O`"*"TBZ0V:,G2$02V@CF5"S(D+5.`K&E"D68QDP MC]D68Y9U?X"("?((;4SFKTH'6?1'>+%@!^>7;/_7MX)(MYQ;F3^[#@UZ,C_Z M/;CB`3!R2?P@#)<@`\+`$W'V3LXZGK0T,J+A._CQNQB*2Q9H4?0`-S"7@R`@ M'ZZ2*)_"BL#0H\"@37LA3]=`B_SI#7R@=A][;/`V_VN7L1)UH`!QH4WJ M48L+Q`^P]@WXZW6+5+YQU[=TJKY3YDPRIG[L=G[CU@86;!1H1JA'QVO:YXA@ M1\$&V*\!]&`O*-&_-*8V$QVLA)DV_`G:0A&(X*G@P"\&"[,$? M/`BXB:&OX#&T8"RW8+LAD?]S_:!-GA"U!`<-/QB\ET:+ELQSH9%+BV$,##.# M7AN>F#91M'`3(3+*V.!SJB`IKK+(^7!Y:@$)-6$)$@D.:Z@*=U`3%";%?Y?+ MVK=,?$J_4FP4,-L&8J5MBZ432Z9(`:=OTN=F M3V<'.J;-3!MIT!"U.&>D`.,4G>8[F(B1GB$$O!B,L3"#)YH- MM.A!@A#1([$-)8<4.B')%"%[;',32!JO*!D![.A6Y%N&?]<&3=#2K?N.,\W2 M$:#_$YU5!^5X=EJ'6-:P;K1E`WA(T^D<%Q#PC5_EB/VFCUWVQBG6500%QRWF M5\Y(O\DXU>LLC6^XC9PD5WQD:71!@X) M#W#]#1#Y(&OM#?H!I]\P2,ZY#3JP;-P0V(!7B.]"Q2D)#(_DI=?``8>DDP)C M!PY0UNI85(_-?1+-2#GY87^=UIY=&%$9EZ)MEN%+EE2Y!&PVVJIMEC<`EDFV MVK`=VU/9V9]=VU,!`5&7V[J]V[S=V[[MVS-=3!GPV\1=W,:]V\0T?L>]W,S= MW+W-V+8=W=(]W=1=W=9]W=B=W=J]W=S=W=[]W>`=WN(]XM[D7=[F?=[HG=[J MO=[LW=[N_=[P'=_R/=_T7=_V?=_XG=_ZO=_\W=_^_=\`'N"G,0,#4.`&?N`( MGN`*ON`,WN`._N`0'N$2/N$47N$6?N$8GN$:ON$_N$@'N(B/N(D7N(F M+N$?@`D[4`0(T.(N_N(P'N,R/N,T7N,V?N,XGN,ZON,\WN,^_N-`'N1"/N1$ M7N1&?N1(GN1*ON1,WN1.GN,$@`EIH`=47N56?N58GN5:ON5_N5@'N9B E/N9D7N9F?N9HGN9JON9LWN9N_N9P'N=R/N=T7N=AK@:8$`@`.S\_ ` end

-----END PRIVACY-ENHANCED MESSAGE-----


Pennsylvania	1-16581	23-2453088
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)


1500 Market Street, Philadelphia, Pennsylvania		19102
(Address of Principal Executive Offices)		(Zip Code)