Amendment To Investment Agreement Dated November 22,2005

Exhibit 10.2 AMENDMENT TO INVESTMENT AGREEMENT This AMENDMENT (this " Amendment" ) to the Investment Agreement (the " Agreement" ) dated as of October 24, 2005 between Banco Santander Central Hispano, S.A., a Spanish sociedad anf3nima (" Buyer" ), and Sovereign Bancorp, Inc., a Pennsylvania corporation (the " Company" ), is made as of November 22, 2005, between Buyer and the Company. WHEREAS, in accordance with Section 13.02(a) of the Agreement, the parties hereto wish to amend the Agreement in certain respects as more fully set forth below; NOW, THEREFORE, the parties hereto agree as follows:ARTICLE 1
AMENDMENTS TO AGREEMENT Section 1.01 . Amendment to Section 1.01 (" Definitions" ). (a) The definition of " Hostile Action" in Section 1.01(a) is hereby amended by deleting the words " , or (iii) a failure to vote in favor of the slate of the Board nominees recommended by the Board at any time after the PA Law Termination Date" and inserting the word " or" before the subparagraph number " (ii)" . (b) The definition of " PA Law Termination Date" in Section 1.01(a) of the Agreement is hereby amended and restated as follows: "" PA Law Termination Date" means the first date on which the Pennsylvania Law shall have become inapplicable to the transactions contemplated by this Agreement or inapplicable to the Company by virtue of a shareholder vote in accordance with Section 2541(a) of the Pennsylvania Law." (c) Section 1.01(b) of the Agreement is hereby amended by deleting the term " Incumbent Directors" and the reference to " 9.02(a)" set forth opposite such term. (d) Section 1.01(b) of the Agreement is hereby amended by adding the following terms and Section references in appropriate alphabetical order: " Alternative Transaction Proposal
Nonprofit Board of Directors
Nonprofit Corporation
Pennsylvania Corporate Law8.03(a)
9.02(a)(ii)
9.02(a)(i)
8.03(a)"


Section 1.02 . Amendment to Section 2.03 (" Additional Purchases by Buyer" ). (a) Section 2.03(b) is hereby amended and restated as follows: " (b) Until the PA Law Termination Date, Buyer and its Affiliates shall cause all purchases which would result in Buyer and its Affiliates owning more than 19.99% of the outstanding Common Stock that are made pursuant to this Section 2.03 to be made by the Voting Trustee. After the PA Law Termination Date, Buyer and its Affiliates shall cause all purchases of Treasury Stock made pursuant to this Section 2.03 to be made by the Voting Trustee unless such purchases have been approved by a vote of the shareholders of the Company." (b) Section 2.03(c) is hereby amended and restated as follows: " (c) If Buyer determines to make, or cause its Affiliates or the Voting Trustee to make, any purchase of Common Stock under this Section 2.03, Buyer will, or will cause its Affiliates or the Voting Trustee to, purchase such Common Stock in the following manner and in the following order of priorities: (i) first, subject to Applicable Law, Buyer, its Affiliates or the Voting Trustee may buy shares of Common Stock in open market transactions or from Third Parties until Buyer, its Affiliates or the Voting Trustee, as applicable, shall have purchased, in the aggregate, the number of shares permitted by the Permitted Limit; (ii) second, to the extent that the number of shares of Common Stock that Buyer is able to purchase pursuant to clause (i) is less than the number of shares permitted by the Permitted Limit, then Buyer shall notify the Company as to the number of shares of Common Stock (subject to the Permitted Limit) that it or its Affiliates desire to purchase or that Buyer desires to cause the Voting Trustee to purchase; the Company shall sell to Buyer, Buyer' s Affiliates or the Voting Trustee, as applicable, and Buyer, Buyer' s Affiliates or the Voting Trustee, as applicable, shall purchase from the Company newly issued shares of Common Stock; provided that, (A) none of Buyer, its Affiliates or the Voting Trustee shall purchase newly issued shares from the Company pursuant to this clause (ii) unless Buyer receives an opinion of its counsel to the effect that Rule 312.03 of the NYSE does not require that the shareholders of the Company approve the issuance and sale of such shares, and (B) the Company shall not

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sell to Buyer, its Affiliates or the Voting Trustee any newly issued shares pursuant to this Section 2.03 unless the Company receives an opinion of its counsel to the effect that Rule 312.03 of the NYSE does not require that shareholders of the Company approve the issuance and sale of such shares to Buyer, its Affiliates or the Voting Trustee; and (iii) third, to the extent that the total number of shares of Common Stock sold to Buyer, its Affiliates or the Voting Trustee under clause (ii) above is less than the number of shares requested by Buyer pursuant to clause (ii) above, then the Company will sell to Buyer, Buyer' s Affiliates or the Voting Trustee, as applicable, and Buyer, Buyer' s Affiliates or the Voting Trustee, as applicable, will purchase from the Company the number of shares of Treasury Stock equal to the lesser of (A) the number of shares requested by Buyer minus the number of shares sold to Buyer, its Affiliates or the Voting Trustee pursuant to clause (ii) and (B) the number of shares of Treasury Stock held by the Company at such time." Section 1.03 . Amendment to Section 5.05 (" Takeover Laws" ). Section 5.05(b) is amended to read in its entirety as follows: " Unless all of the actions referred to below in this Section 5.05(b) shall previously have occurred, the Company shall (after the Closing): (i) take, prior to the date of the shareholder meeting referred to in clause (ii) below, action by the affirmative vote of at least 80% of the members of the Board to recommend to the shareholders of the Company that the Charter be amended to provide that the Pennsylvania Law be inapplicable to the Company (the " Opt Out Proposal" ), (ii) call and hold a meeting of the Company' s shareholders for the purpose of approving the Opt Out Proposal, such meeting to take place no later than June 30, 2007, (iii) actively solicit proxies in favor of the Opt Out Proposal, and (iv) if the Opt Out Proposal is approved by the vote of shareholders of the Company entitled to cast at least a majority of the votes that all shareholders of the Company are entitled to cast on the proposal, cause to be filed, within one Business Day of such approval, an amendment to the Charter reflecting the amendment so approved." Section 1.04 . Amendment to Section 8.01 (" Standstill" ). Section 8.01 is hereby amended to:(a) add at the beginning thereof the words " Subject to Section 8.03(e)," ; and(b) replace the second sentence thereof to read in its entirety as follows:

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" Buyer agrees that, except as contemplated by the Buyer Acquisition Transactions, from the date hereof until the earliest of (i) the five year anniversary of the Closing Date; (ii) the date on which the Company consummates an Acquisition Proposal made by a Person or Group other than Buyer; (iii) the date on which the Company rejects or fails to accept a 100% Acquisition Proposal from Buyer that is made and is permitted to be made by Buyer pursuant to Sections 8.05, 8.06 or 8.07 and that the Company is required to accept pursuant to the terms of this Agreement; and (iv) the date of any breach by the Company or any of its Affiliates of any obligation under Sections 8.03 through 8.13 of this Agreement (the earliest of such dates, the " Standstill Termination Date" ), the Restricted Buyer Persons shall not take any of the actions listed in Sections 8.01(a), (b) or (c); provided that, except as provided in Section 8.10, the Restricted Buyer Persons shall be bound by the provisions of Section 8.09 after the Standstill Termination Date." Section 1.05 . Amendment to Section 8.03 (" Pre-Closing Period" ). Section 8.03 is hereby amended to: (a) ...