FISCAL AGENCY AGREEMENT

Exhibit 4.2   FISCAL AGENCY AGREEMENT   SOVEREIGN BANCORP, INC., as Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Fiscal Agent   Dated as of December 22, 2008 2.50% Senior Notes Due 2012
Guaranteed under the FDIC’s Temporary Liquidity Guarantee Program  

TABLE OF CONTENTS

     FISCAL AGENCY AGREEMENT (this " Agreement "), dated as of December 22, 2008, by and between Sovereign Bancorp, Inc., a Pennsylvania corporation (the " Issuer ") and The Bank of New York Mellon Trust Company, N.A., a national banking association, as Fiscal Agent. Certain terms in this Agreement are defined in Section 19.       1.  The Securities           (a) General . There is hereby authorized 2.50% Senior Notes Due 2012 (the " Securities ") to be issued pursuant to this Agreement. The aggregate principal amount of Securities that may be authenticated and delivered under this Agreement is limited to a total principal amount of $250,000,000. The Securities are unsecured senior obligations of the Issuer. The Securities are guaranteed under the Temporary Liquidity Guarantee Program of the Federal Deposit Insurance Corporation (the " FDIC ") and are backed by the full faith and credit of the United States, as set forth in Section 9 hereof. The Securities shall mature on June 15, 2012. The Issuer may not redeem the Securities prior to their maturity and shall not be obligated to repay the Securities prior to maturity at the option of the Holders. The Securities shall be senior unsecured obligations of the Issuer and shall rank equally with all of the Issuer’s existing and future senior unsecured indebtedness.           (b) Form . The Securities shall be issued as one or more fully-registered global security (the " Global Security ") substantially in the form of Exhibit A hereto, which shall be deposited with, or on behalf of, The Depository Trust Company (" DTC ") as the depositary designated by the Issuer (the " Depositary "). The Global Security shall be registered, at the request of DTC, in the name of Cede & Co., in accordance with the rules of DTC and upon the delivery to DTC pursuant to DTC’s instructions of such certifications by the Issuer as DTC may require. Global Securities shall represent and be denominated in an aggregate amount equal to the aggregate principal or face amount of the Outstanding Securities to be represented by such Global Security or Securities and be delivered by the Fiscal Agent to DTC or pursuant to DTC’s instructions. Beneficial interests in the Global Securities shall be held in denominations of $2,000 and multiples of $1,000 in excess thereof. Any Global Security may bear a legend relating to limitations on the transferability of such Global Security in such form as may be required by DTC. Any endorsement of a Global Security to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Issuer Order to be delivered to the Fiscal Agent.      So long as DTC or its nominee is the registered owner of such Global Security or Securities, DTC or its nominee, as the case may be, shall for all purposes of such Global Security or Securities and this Agreement be considered the sole owner or Holder of such Global Security or Securities. Notwithstanding the foregoing, nothing herein shall impair, as between DTC and its participants, the operation of customary practices governing the exercise of the rights of a holder of a beneficial interest in any Global Security.           (c) Execution . The Securities shall be executed on behalf of the Issuer by its Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer, or any Vice President, and by its Treasurer or one of its Assistant Treasurers or its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile.      Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. Securities shall be dated the date of their authentication.

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          (d) Authentication . At any time and from time to time after the execution and delivery of this Agreement, Securities may be executed by the Issuer and delivered to the Fiscal Agent for authentication, and, except as otherwise provided in this Section, shall thereupon be authenticated and delivered by the Fiscal Agent upon Issuer Order, without any further action by the Issuer. Only such Securities as shall bear thereon a certificate of authentication (a " Certificate of Authentication "), executed by the Fiscal Agent (as defined below) by manual signature of one of its authorized signatories, shall be entitled to the benefits of this Agreement or be valid or obligatory for any purpose. Such certificate by the Fiscal Agent upon any Security executed by the Issuer shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder. Each Security shall be dated the date of its authentication.           (e) Temporary Securities . At any time when Securities in definitive form shall be required or permitted by the terms thereof to be delivered, and until definitive Securities shall have been prepared, the Issuer may execute, and there shall be authenticated, delivered and registered in the name of the respective Holders, in accordance with the provisions of this Agreement (in lieu of definitive Securities), temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, substantially of the terms referred to above. Temporary Securities shall be subject to the same limitations and conditions and entitled to the same rights and benefits as definitive Securities, except as provided herein or therein. Temporary Securities shall be exchangeable at the Corporate Trust Office (as defined below) of the Fiscal Agent (or at such other office as shall be specified in the text of such temporary Securities) for definitive Securities when the latter shall be ready for delivery; and upon the surrender for exchange at said office of such temporary Securities, the Issuer, at its own expense, shall execute, and there shall be authenticated and delivered, in accordance with the provisions of Section 3 hereof, in exchange for such temporary Securities a like aggregate principal amount of definitive Securities in the appropriate form and denomination. Temporary Securities shall incorporate the appropriate legend.           (f) Interest . The Securities shall bear interest at the rate of 2.50% per year from December 22, 2008.      The Issuer shall pay interest on the Securities on each June 15 and December 15 of each year, commencing June 15, 2009, and at maturity (each, an " Interest Payment Date "). If any Interest Payment Date or the date of maturity would fall on a day that is not a Business Day, the related payment of principal or interest on the Securities shall be postponed to the following day that is a Business Day, and no interest shall accrue on the amount so payable from and after such Interest Payment Date or date of maturity, as the case may be. Interest on a Security shall be paid to the Person in whose name such Security was registered at the close of business on the preceding June 1 or December 1, as the case may be, whether or not a Business Day, prior to the applicable Interest Payment Date. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.       2.  Appointment of Agents           (a) Fiscal Agent . The Issuer hereby appoints The Bank of New York Mellon Trust Company, N.A., at present having a corporate trust office at 2 North LaSalle Street, Suite 1020, Chicago, IL 60602 (such office or its successor location in Chicago, the " Corporate Trust Office "), as fiscal agent of the Issuer in respect of the Securities upon the terms and subject to the conditions herein set forth (such fiscal agent and its successor or successors as such fiscal agent qualified and appointed in accordance with Section 11 hereof are herein referred to as the " Fiscal Agent "), and The Bank of New York Mellon Trust Company, N.A. hereby accepts such appointment. The Fiscal Agent shall have the powers and authority granted to and conferred upon it hereby and in the Securities and such further powers and authority to act on behalf of the Issuer as the Issuer may hereafter grant to or confer upon it with the written concurrence of the Fiscal Agent. The Fiscal Agent shall also be the initial Paying Agent.

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          (b) Additional Agents . The Issuer reserves the right to appoint, at its discretion, additional agents for the payment of principal of, and interest on, the Securities at such place or places as the Issuer may determine. The Issuer shall notify the Fiscal Agent of the appointment, or termination of appointment, of any such agent.       3.  Authenticating Duties           (a) Original Issue . The Fiscal Agent shall, upon delivery to it by the Issuer of the Securities, executed on behalf of the Issuer as provided in such Securities, and upon Issuer Order, authenticate, by execution of the Certificate of Authentication appearing on each such Security, an aggregate principal amount of such Securities not in excess of the maximum amount specified in Section 1(a) hereof and shall deliver such Securities to or upon Issuer Order.           (b) Transfers, Exchanges and Replacements . At the times and in the manner specified in Section 4(b) hereof, upon presentation by the Issuer to the Fiscal Agent of the new Securities to be delivered upon transfer or exchange, or replacement Securities to be delivered in the event of mutilation, destruction, loss or theft, the Fiscal Agent shall authenticate such Securities by execution of the Certificate of Authentication thereon, and shall thereupon deliver such Securities to the Holders thereof.       4.  Registration of the Securities           (a) Securities Register . The Fiscal Agent, as agent of the Issuer, shall maintain, at its Corporate Trust Office, a register for registration of the Securities (the " Securities Register "). The Issuer and the Fiscal Agent may deem and treat the Holder of any Security as the absolute owner thereof (notwithstanding any notice of ownership or other writing thereon) for the purposes of receiving payment thereon or on account thereof and for all other purposes, whether or not such Security shall be overdue.           (b) Transfers, Exchanges and Replacements . The Holders of the Securities shall present directly to the Corporate Trust Office of the Fiscal Agent all requests for (1) registration of transfer of the Securities; (2) exchange of such Securities for new Securities in authorized denominations; and (3) replacement of Securities in the case of mutilation, destruction, loss or theft. The Fiscal Agent shall follow the procedures set forth in Subsections (i) through (vi) below with respect to such requests.           (i) Exchange of Interests in Global Securities for Individual Definitive Certificates.           (1) In the event that (A) the Depositary notifies the Issuer in writing that it is at any time unwilling or unable to continue as depositary for a Global Security or ceases to be a "clearing agency" registered under the Securities Exchange Act of 1934, as amended, (the " Exchange Act ") (in the case of DTC and the Issuer does not appoint a qualified successor within 90 days of receiving notice or becoming aware of such ineligibility, (B) the Issuer in its sole discretion determines that the Global Security will be exchangeable for definitive Securities and notifies the Fiscal Agent of its decision, or (C) the Securities have become immediately due and payable pursuant to Section 6 of this Agreement, then the Issuer shall cause individual definitive certificates (" Certificates ") to be executed and delivered to the Fiscal Agent in sufficient quantities and authenticated by the Fiscal Agent for dispatch to Holders of all Securities in accordance with this Agreement and Subsection (b)(i)(2) below.

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          (2) A beneficial owner of an interest in a Global Security must provide the Depositary with:           (A) a written notice containing such information as the Issuer and the Fiscal Agent may require to complete, execute and deliver such individual definitive Certificates; and           (B) a fully completed, signed certification substantially in the form attached hereto as Exhibit B to the effect that the exchanging Holder is not transferring its Security at the time of such exchange.           (3) Upon receipt of the documents referred to in Subsection (b)(i)(2)(A) and Subsection (b)(i)(2)(B), the Fiscal Agent shall arrange for the authentication and delivery to the Person or Persons named in a written order of the Depositary of an individual definitive Certificate representing Securities registered in the name or upon the order of the Person or Persons named in such order and shall alter the entries in the Securities Register in respect of the Global Securities accordingly.           (ii) Exchange and Transfer of Securities Certificates . Subject to this Section 4 and such reasonable regulations as the Issuer may prescribe after consultation with the Fiscal Agent, individual definitive Certificates may, at the option of the Holder, be exchanged for a like aggregate principal amount of other individual definitive Certificates of authorized denominations representing Securities, at the office of the Fiscal Agent in New York City.      Every Certificate presented or surrendered for registration of transfer or for exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Fiscal Agent, duly executed by the Holder thereof or his attorney duly authorized in writing.      Subject to the foregoing, whenever one or more Certificates shall be surrendered at the office of the Fiscal Agent for exchange for one or more Certificates representing Securities, together with an executed instrument of assignment and transfer and a written request for the exchange, the Fiscal Agent shall authenticate and deliver or cause to be delivered a Certificate or Certificates in a like aggregate principal amount and in such authorized denomination or denominations and representing Securities as may be requested at the office of the Fiscal Agent or by mail (at the request, risk and expense of the Holder) to the address appearing in the Securities Register.           (iii) Replacements . If any Security shall at any time become mutilated or destroyed or stolen or lost, then, provided that such Security or evidence of the destruction, theft or loss thereof (together with the indemnity hereinafter referred to and such other documents or proof as may be required by the Issuer and the Fiscal Agent) shall be delivered to the Corporate Trust Office of the Fiscal Agent, a replacement Security, tenor and principal amount shall be issued by the Issuer and, at its written request, authenticated by the Fiscal Agent and delivered by the Fiscal Agent at its Corporate Trust Office, in exchange for the Security so mutilated, or in lieu of the Security so destroyed or stolen or lost; provided further , that, in the case of destroyed, stolen or lost Securities, (A) neither the Issuer nor the Fiscal Agent shall have notice that such Securities have been acquired by a bona fide purchaser, and (B) the Issuer and the Fiscal Agent shall have received evidence satisfactory to them that such Securities were destroyed, stolen or lost, and the Issuer and the Fiscal Agent shall have received an indemnity satisfactory to each of them. All expenses and reasonable charges associated with procuring such indemnity, and the cost of the preparation and issue of a replacement for any Security mutilated, destroyed, stolen or

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lost, shall be paid by the Holder of such Security. In case such mutilated, destroyed, stolen or lost Security has become or is about to become due and payable, the Issuer in its discretion may, instead of issuing a new Security, pay or cause to be paid such Security. Every new Security issued pursuant to this Subsection (iii) in exchange for or in lieu of any mutilated, destroyed, stolen or lost Security, shall constitute an additional original contractual obligation of each of the Issuer, whether or not the mutilated, destroyed, stolen or lost Security shall be at any time enforceable by anyone. To the extent permitted by law, the provisions of this Subsection (iii) are exclusive and shall preclude all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, stolen or lost Securities.           (iv) Delivery . All Securities issued pursuant to Subsections (i) – (iii) of this Section 4(b) shall be delivered to the Holder at the Corporate Trust Office of the Fiscal Agent or (at the request, risk and expense of the Holder) sent by mail to such address as may be specified by the Holder in the request for transfer, exchange or replacement. The Issuer may require payment of a sum sufficient to cover any stamp tax or other governmental charge in connection with any such transfer, exchange or replacement, but no service charge shall be made in connection with any such registration of transfer or exchange (except for the expenses of delivery other than by regular mail). All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits, as the Securities surrendered upon such registration of transfer or exchange. Any new Security delivered pursuant to this Section 4 shall be so dated that neither gain nor loss of interest shall result from such transfer, exchange or replacement.           (v) Global Securities . Notwithstanding any other provision of this Section 4, a Global Security may not be transferred, except as a whole, to the Depositary, a nominee of the Depositary, a successor Depositary or a nominee of a successor Depositary.      Unless (A) a Global Security is presented by an authorized representative of the Depositary to the Issuer or its agent for registration of transfer, exchange or payment, and (B) any Security issued is registered in the name of the Depositary or a nominee of the Depositary and any payment is made to such Depositary or nominee, except as otherwise provided in this Section 4 or Section 9, any transfer, pledge or other use of any Global Security for value or otherwise shall be wrongful since the registered owner of such Global Security, the nominee of the Depositary, has an interest in such Global Security.           (c) Information to the Issuer . At such times as the Issuer shall reasonably request, the Fiscal Agent shall provide the Issuer with a list of the names and addresses of the Holders.           (d) Cancellation and Retirement . Upon surrender to the Fiscal Agent of a Security pursuant to Subsection (b) of this Section 4, the Fiscal Agent shall cancel such Security, and all canceled Securities shall be retired by the Fiscal Agent. No Security shall be deemed to be retired hereunder until retired by the Fiscal Agent; provided that Securities in lieu of which, or in substitution for which, other Securities shall have been authenticated and delivered pursuant to the terms of Section 4(b)(iii) hereof shall not be deemed to be Outstanding (unless proof satisfactory to the Fiscal Agent is made that any such Security is held by a Person in whose hands such Security constitutes a valid obligation of the Issuer). All Securities canceled and retired by the Fiscal Agent pursuant to this Section 4(d) or Section 5(d) hereof may be destroyed from time to time in a manner consistent with the Fiscal Agent’s securities destruction policy. The Fiscal Agent shall certify the cancellation and retirement of any Securities to the Issuer.           (e) Retirement of Securities Paid or Surrendered by the Issuer . Upon delivery to the Fiscal Agent of any Security canceled pursuant to Section 5(d) hereof, the Fiscal Agent shall retire such Security in accordance with Section 4(d) hereof, and no Security shall be issued in replacement therefor.

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The acquisition of any Securities by the Issuer shall not be deemed to be a satisfaction of the indebtedness represented by such Securities unless and until the same shall have been delivered by the Issuer to the Fiscal Agent for cancellation in accordance with Section 5(d) hereof and retired by the Fiscal Agent hereunder.       5.  Duties of Fiscal Agent           (a) Payments . Payment of the principal of and interest on the Securities shall be made by the Fiscal Agent on the Interest Payment Dates, in the manner set forth in the Securities, out of monies deposited for such payments by the Issuer with the Fiscal Agent as provided in Section 5(b) hereof.           (b) Payments by the Issuer . The Issuer shall deposit funds in the amounts described below into the corporate trust account of the Fiscal Agent in such form as shall be immediately available by 11:00 A.M. (at the place of payment or at such other time as may be specified in such Securities) or, in the case of payment of the principal amount of the Securities at stated maturity, by 12:00 noon (at the place of payment or at such other time as may be specified in such Securities) on the applicable Payment Date. If a Payment Date occurs in any place of payment on the Securities on a day that is not a Business Day, the Issuer shall deposit funds on the last preceding day that is a Business Day. Funds deposited pursuant to this Section 5(b) shall be deposited in Dollars in the following amounts:           (i) Amounts sufficient to pay the interest becoming due on such Securities on each related Payment Date therefor (each, an " Interest Payment Date "). The Fiscal Agent shall apply such amounts to the payment of such interest in accordance with the terms of the Securities. Interest payable on the Securities on an Interest Payment Date shall (except as provided in Section 5(c) hereof) be paid to each Holder of the Securities at the close of business on the Record Date (as defined below) for such Interest Payment Date by check mailed by the Fiscal Agent to the last address for such Holder appearing on the register of Securities (or in the case of the Holder of a Global Security or at the option of each Holder of at least $10,000,000 in aggregate principal amount of Securities, by wire transfer to a bank account designated by the Holder in writing (such designation to be signed by two authorized officers of such Holder if it is not an individual) to the Fiscal Agent at least 10 days prior to such Interest Payment Date). If for any reason the amounts paid to the Fiscal Agent pursuant to this paragraph are insufficient to satisfy all such claims for interest payable in respect of all Securities, the Fiscal Agent shall not be obliged to pay any such claims until the Fiscal Agent has received the full amount of the monies then due and payable; and           (ii) An amount which shall equal the principal amount of all the Securities Outstanding at the maturity date. The Fiscal Agent shall apply such amount to the payment of the principal of the Securities in accordance with the terms thereof. However, unless and until the full amount of the principal amount has been made to the Fiscal Agent, the Fiscal Agent shall not be bound to make such payments.           (c) Record Dates . The Persons in whose names the Securities are registered at the close of business on the preceding June 1 or December 1, as the case may be, whether or not a Business Day, prior to the applicable Interest Payment Date (each, a " Record Date ") shall be entitled to receive the interest, if any, payable on such Interest Payment Date notwithstanding any transfer or exchange subsequent to the record date and prior to such Interest Payment Date, except if and to the extent the Issuer shall default in the payment of the interest due on such Interest Payment Date, in which case such defaulted interest shall (unless paid together with principal of the Securities in full other than on an Interest Payment Date) be paid to the Persons in whose names the Securities are registered at the close of business on a subsequent record date (which shall be not less than five Business Days prior to the date of payment of such defaulted interest) established by notice given by mail by or on behalf of the Issuer to the Holders of the Securities not less than 15 days preceding such subsequent record date.

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          (d) Cancellation of Securities Paid or Surrendered by the Issuer . Upon payment by the Fiscal Agent of the principal of the Securities presented to it for payment at maturity or upon surrender to the Fiscal Agent of any Securities acquired by the Issuer, the Fiscal Agent shall cancel and retire such Securities.           (e) Notices to the Issuer . The Fiscal Agent shall promptly notify the Issuer by facsimile, telex or telephone confirmed in writing (with copies of such written confirmation to each of the other agents), if the Fiscal Agent shall receive from the Holder of a Security any written notice of any default thereunder or any written demand for payment of any principal of or interest on any of the Securities due on any Interest Payment Date and not paid thereon in accordance with the terms of such Securities, of any acceleration of such Securities pursuant to the terms thereof and of any rescission and annulment of any such acceleration. Such notice shall be given in accordance with Section 15 hereof.           (f) Notices to Holders . The Fiscal Agent shall give notice to the Holders of the Securities by mail and by publication as provided in Section 15, of any change in the Fiscal Agent, of any acceleration of such Securities pursuant to the terms thereof and of any rescission and annulment of any such acceleration. In addition, the Fiscal Agent shall, within 90 days after the occurrence of a default with respect to Securities known to it, give to Holders of the Securities notice of such default if not cured or waived; except in the case of a default in the payment of principal of or interest on the Securities, the Fiscal Agent shall be protected in withholding such notice if it determines in good faith that the withholding of such notice is in the interest of Holders of the Securities; provided , however , except as provided in Section 9 and without limiting any obligations of the Fiscal Agent to take actions in its capacity as Representative (as defined below) specifically provided for in this Agreement, the Fiscal Agent shall have no duty to enforce remedies with respect to any such default.       6.  Events of Default           (a) The occurrence and continuance of the following shall constitute events of default with respect to the Securities (each, an " Event of Default ") (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law, pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):           (1) default in the payment of any interest upon any Security when it becomes due and payable, and continuance of such default for a period of 30 days; or           (2) default in the payment of the principal of any Security at its maturity; or           (3) default in the performance, or breach, of any covenant or warranty of the Issuer in this Agreement, and continuance of such default or breach for a period of 90 days after there has been given by registered or certified mail, to the Issuer by the Fiscal Agent, or to the Issuer and the Fiscal Agent by the Holders of at least 25% in principal amount of the Outstanding Securities, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder; or           (4) the entry of a decree or order for relief in respect of the Issuer or Sovereign Bank, a federal savings bank and any successors to any substantial part of the present business thereof (the " Bank "), by a court having jurisdiction in the premises in an involuntary case under the Federal bankruptcy laws, as now or hereafter constituted, or any other applicable

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Federal or State bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, Issuer, sequestrator (or other similar official) of the Issuer or the Bank or of any substantial part of the property of either, or ordering the winding up or liquidation of the affairs of either, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or           (5) the commencement by the Issuer or the Bank of a voluntary case under the Federal bankruptcy laws, as now or hereafter constituted, or any other applicable Federal or State bankruptcy, insolvency or other similar law, or the consent by the Issuer or the Bank to the entry of a decree or order for relief in an involuntary case under any such law or to the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official of either of the foregoing or of any substantial part of the property of either, or the making by the Issuer or the Bank of an assignment for the benefit of creditors, or the admission by the Issuer or the Bank in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Issuer or the Bank in furtherance of any such action; or           (6) a default by the Issuer under any mortgage, indenture, this Agreement or other instrument under which any debt of the Issuer shall be outstanding, which default results in acceleration of the maturity of such debt, or the failure to pay any such debt at maturity, in an aggregate amount in excess of $300,000,000 or its foreign currency equivalent at the time.      If an Event of Default occurs and is continuing, then and in every such case the Holders of not less than 25% in principal amount of Outstanding Securities may declare the principal amount of and all accrued but unpaid interest on all the Securities to be due and payable immediately, by a notice in writing to the Issuer at the office of the Fiscal Agent (with a copy of such notice being also sent directly to the Issuer), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable; provided , however , such remedy shall not be available to the Holders if the FDIC makes timely Guarantee Payments (as defined in Section 9(e)) as set forth in Section 9. Upon payment by the Issuer of such amount, all obligations of the Issuer in respect of the payment of principal of the Securities shall terminate.           (b) Waiver of Past Default . Except as set forth in Section 6(a), the Holders of not less than a majority in principal amount of the Outstanding Securities may on behalf of the Holders of all the Securities waive any past default hereunder and its consequences, except a default (1) in the payment of the principal of or interest on any Security, or (2) in respect of an obligation, covenant or provision hereof which under Section 13 cannot be modified or amended without the consent of the Holder of each Outstanding Security affected.      Upon any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Agreement; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.      No such rescission shall affect any subsequent default or impair any right consequent thereon.       7.  Covenants of the Issuer           (a) Payment of Principal and Interest . The Issuer covenants and agrees for the benefit of the Holders that it shall duly and punctually pay the principal of and interest on the Securities in accordance with the terms of the Securities and this Agreement.           (b) Maintenance of Office or Agency . The Issuer shall maintain in the Borough of Manhattan, The City of New York an office or agency where Securities may be presented or surrendered

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for payment, where Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Issuer in respect of the Securities and this Agreement may be served. The Issuer shall give prompt written notice to the Fiscal Agent of the location, and any change in the location, of any such office or agency. If at any time the Issuer shall fail to maintain any such required office or agency or shall fail to furnish the Fiscal Agent with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Fiscal Agent and the Issuer hereby appoints the Fiscal Agent its agent to receive all presentations, surrenders, notices and demands.      The Issuer may also from time to time designate one or more other offices or agencies (in or outside of the Borough of Manhattan, The City of New York) where the Securities may be presented or surrendered for any or all such purposes, and may from time to time rescind such designations; provided , however , that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York for the Securities for such purposes. The Issuer shall give prompt written notice to the Fiscal Agent of any such designation and any change in the location of any such other office or agency.           (c) Money for Securities Payments to Be Held in Trust . If the Issuer shall at any time act as its own Paying Agent with respect to the Securities, it will, on or before each due date of the principal of or interest on the Securities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided, and shall promptly notify the Fiscal Agent of its action or failure so to act.      Whenever the Issuer shall have one or more Paying Agents with respect to the Securities, it will, prior to each due date of the principal of or interest on any Securities, deposit with a Paying Agent a sum sufficient to pay the principal on interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal or interest, and (unless such Paying Agent is the Fiscal Agent) the Issuer shall promptly notify the Fiscal Agent of its action or failure so to act.      The Issuer shall cause each Paying Agent with respect to the Securities other than the Fiscal Agent to execute and deliver to the Fiscal Agent an instrument in which such Paying Agent shall agree with Fiscal Agent, subject to the provisions of this Section, that such Paying Agent will:      (1) hold all sums held by it for the payment of the principal of or interest on Securities in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided;      (2) give the Fiscal Agent notice of any default by the Issuer (or any other obligor upon the Securities) in the making of any payment of principal of or interest on the Securities; and      (3) at any time during the continuance of any such default, upon the written request of the Fiscal Agent, forthwith pay to the Fiscal Agent all sums so held in trust by such Paying Agent.      The Issuer may at any time, for the purpose of terminating its obligations under this Agreement or for any other purpose, pay, or by Issuer Order direct any Paying Agent to pay, to the Fiscal Agent all sums held in trust by the Issuer or such Paying Agent, such sums to be held by the Fiscal Agent upon the same trusts as those upon which such sums were held by the Issuer or such Paying Agent; and, upon such payment by any Paying Agent to the Fiscal Agent, such Paying Agent shall be released from all further liability with respect to such money.

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     Any principal and interest received on the Eligible Instruments deposited with the Fiscal Agent or any money deposited with the Fiscal Agent or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of or interest on any Security and remaining unclaimed for two years after such principal or interest has become due and payable shall be paid to the Issuer, or (if then held by the Issuer) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof, and all liability of the Fiscal Agent or such Paying Agent with respect to such trust money (including the principal and interest received on Eligible Instruments deposited with the Fiscal Agent), and all liability of the Issuer as trustee thereof, shall thereupon cease.           (d) Limitation on Disposition of Voting Stock of, and Merger and Sale of Assets by, the Bank . The Issuer shall not:           (1) sell, transfer or otherwise dispose of any shares of Voting Stock of the Bank or permit the Bank to issue, sell, or otherwise dispose of any shares of its Voting Stock, unless, after giving effect to any such transaction, the Bank remains a Controlled Subsidiary; or           (2) permit the Bank to:           (A) merge or consolidate, unless the surviving corporation is a Controlled Subsidiary; or           (B) convey or transfer its properties and assets substantially as an entirety to any Person, except to a Controlled Subsidiary.           (e) Officers’ Certificate as to Default . The Issuer shall deliver to the Fiscal Agent, on or before a date not more than 120 days after the end of each fiscal year of the Issuer (which on the date hereof is the calendar year) ending after the date hereof, an Officers’ Certificate, one of the signers of which shall be the principal executive officer, principal financial officer or principal accounting officer of the Issuer, stating whether or not to the best knowledge of the signers thereof the Issuer is in default in the performance and observance of any of the terms, provisions and conditions of this Agreement, and, if the Issuer shall be in default, specifying all such defaults and the nature thereof of which they may have knowledge.      The Issuer shall deliver to the Fiscal Agent, as soon as possible and in any event within five days after the Issuer becomes aware of the occurrence of any Event of Default or an event which, with notice or the lapse of time or both, would constitute an Event of Default, or default in the performance of any of its obligations hereunder, an Officers’ Certificate setting forth the details of such Event of Default or default and the action which the Issuer proposes to take with respect thereto.           (f) Compliance with the Master Agreement . The Issuer shall comply with the terms of the Master Agreement.       8.  Consolidation, Merger, Conveyance, Transfer or Lease           (a) Issuer May Consolidate , etc. , Only on Certain Terms . The Issuer shall not consolidate with or merge into any other corporation or convey, transfer or lease its properties and assets substantially as an entirety to any Person, unless:           (1) the corporation formed by such consolidation or into which the Issuer is merged or the Person which acquires by sale, conveyance or transfer, or which leases of the properties and assets of the Issuer substantially as an entirety shall be a corporation organized and

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existing under the laws of the United States of America or any State or any political subdivision thereof and shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Fiscal Agent, in form satisfactory to the Fiscal Agent, the due and punctual payment of the principal of and interest on all the Securities and the performance of every covenant of this Agreement on the part of the Issuer to be performed or observed;           (2) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default, shall have happened and be continuing;           (3) the Issuer has delivered to the Fiscal Agent an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance, transfer or lease and, such supplemental agreement comply with this Section and that all conditions precedent herein provided for relating to such transaction have been met.           (b) Successor Corporation Substituted . Upon any consolidation with or merger into any other corporation, or any conveyance, transfer or lease of the properties and assets of the Issuer substantially as an entirety in accordance with Section 8(a), the successor corporation formed by such consolidation or into which the Issuer is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Agreement with the same effect as if such successor had been named as the Issuer herein, and thereafter, except in the case of a lease, the Issuer (which term for this purpose shall mean the Person named as the "Issuer" in the first paragraph of this instrument or any successor corporation which shall theretofore have become such in the manner presented in this Section) shall be released from further obligations and covenants under this Agreement and the Securities.       9.  FDIC Guarantee Provisions           (a) Acknowledgement of the FDIC’s Debt Guarantee Program. The parties to this Agreement acknowledge that the Issuer has not opted out of the debt guarantee program (the " Debt Guarantee Program ") established by the FDIC under its Temporary Liquidity Guarantee Program on November 21, 2008 pursuant to the FDIC’s Final Rule, 12 C.F.R. Part 370 (as may be amended or supplemented from time to time, the " Rule "). As a result, this debt is guaranteed under the FDIC Temporary Liquidity Guarantee Program and is backed by the full faith and credit of the United States. The details of the FDIC guarantee are provided in the FDIC’s regulations, 12 CFR Part 370, and at the FDIC’s website, www.fdic.gov/tlgp. The expiration date of the FDIC’s guarantee is the earlier of the maturity date of this debt or June 30, 2012.      The security certificate, note or other instrument evidencing each Security shall bear a legend, upon which the Representative (as defined below) shall be entitled to conclusively rely, to the effect that such security certificate, note or other instrument is guaranteed by the FDIC under the Debt Guarantee Program.           (b) Fiscal Agent as Representative of Holders; Holders Not Represented by a Representative . The Fiscal Agent is designated under this Agreement as the duly authorized representative of the Holders for purposes of making claims and taking other permitted or required actions under the Debt Guarantee Program (the " Representative "). Any Holder may elect not to be represented by the Representative by providing written notice of such election to the Representative (it being understood that such election shall not affect the Fiscal Agent’s capacity hereunder except as the representative of such Holder under the Debt Guarantee Program).

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          (c) Making a Claim upon Payment Default . Upon the Issuer’s uncured failure to make a timely payment of principal or interest on the notes (a " Payment Default "), the Representative, on behalf of all Holders of the Securities that are represented by the Representative, shall submit to the FDIC a demand for payment by the FDIC of such unpaid principal and interest (i) in the case of any payment due by the Issuer prior to the final maturity of the Securities, on the earlier of the date that the applicable cure period ends (or if such date is not a Business Day, the immediately succeeding Business Day) and 60 days following such Payment Default and (ii) in the case of any payment due by the Issuer on the final maturity date, on such final maturity date (or if such date is not a Business Day, the immediately succeeding Business Day). Such demand shall be accompanied by a proof of claim, which shall include evidence, to the extent not previously provided in the Master Agreement in form and content satisfactory to the FDIC, of: (A) the Representative’s financial and organizational capacity to act as Representative; (B) the Representative’s exclusive authority to act on behalf of the Holder and its fiduciary responsibility to the Holder when acting as such, as established by the terms of such Holder’s Security and this Agreement; (C) the occurrence of a Payment Default; and (D) the authority to make an assignment of the Holder’s right, title, and interest in such Holder’s Security to the FDIC and to effect the transfer to the FDIC of the Holder’s claim in any insolvency proceeding. Such assignment shall include the right of the FDIC to receive any and all distributions on this Security from the proceeds of the receivership or bankruptcy estate. Any demand under this paragraph shall be made in writing and directed to the Director, Division of Resolutions and Receiverships, Federal Deposit Insurance Corporation, Washington, D.C., and shall include all supporting evidences as provided in this paragraph, and shall certify to the accuracy thereof.      If the Holder has elected not to have the Representative act as its authorized representative, it may make demand for payment under the Debt Guarantee Program in the circumstances described in the preceding paragraph.           (d) Subrogation. The FDIC shall be subrogated to all of the rights of the Holders and the Representative under this Agreement against the Issuer in respect of any amounts paid to the Holders, or for the benefit of the Holders, by the FDIC pursuant to the Debt Guarantee Program. In addition, the Fiscal Agent shall assign the rights of all Holders of the Securities to the FDIC as well as any claims in insolvency proceeding arising in connection with ownership of FDIC-guaranteed debt. In such a case, if any Holder of the Securities has received any distribution from the receivership or bankruptcy estate prior to the FDIC’s payment under the Debt Guarantee Program, the guaranteed amount paid by the FDIC to such Holder shall be reduced by the amount the Holder has received in the distribution from the receivership or bankruptcy estate.           (e) Assignment upon Guarantee Payment . The Holders, by their acceptance of the Securities, authorize the Representative, at such time as the FDIC shall commence making any guarantee payments to the Representative for the benefit of the Holders pursuant to the Debt Guarantee Program (each, a " Guarantee Payment "), to execute an assignment in the form attached hereto as Annex A, pursuant to which the Representative shall assign to the FDIC its right as Representative to receive any and all payments from the Issuer under this Agreement on behalf of the Holders.      If a Holder has exercised its right not to be represented by the Representative, such Holder of Securities, by its acceptance of the Securities, agrees that, at such time as the FDIC shall commence making any Guarantee Payments to the Holder pursuant to the Debt Guarantee Program, such Holder shall execute an assignment in the form attached hereto as Annex A, pursuant to which such Holder shall assign to the FDIC its right to receive any and all payments from the Issuer under this Agreement.

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     The Issuer hereby consents and agrees that the FDIC is an acceptable transferee for all or any portion of the Securities for all purposes of this Agreement and upon any such assignment, the FDIC shall be deemed a Holder under this Agreement for all purposes hereof, and the Issuer hereby agrees to take such reasonable steps as are necessary to comply with any relevant provision of this Agreement as a result of such assignment.           (f) Surrender of Securities to the FDIC . If, at any time on or prior to the expiration of the period during which the Securities are guaranteed by the FDIC under the Debt Guarantee Program (the " Effective Period "), payment in full hereunder shall be made pursuant to the Debt Guarantee Program on the outstanding principal and accrued interest to such date of payment with respect to any Securities, the Holder of such Securities shall, or the Holder of such Securities shall cause the person or entity in possession of such Securities to, promptly surrender to the FDIC the security certificate, note or other instrument evidencing such Securities, if any.           (g) Notice Obligations to FDIC of Payment Default . If, at any time prior to the earlier of (a) full satisfaction of the payment obligations hereunder, or (b) expiration of the Effective Period, the Issuer is in default of any payment obligation hereunder, including timely payment of any accrued and unpaid interest, without regard to any cure period, the Representative covenants and agrees that it shall provide written notice to the FDIC within one Business Day of such payment default.           (h) FDIC’s Determinations of Amount . The FDIC shall make all determinations as to amounts payable under the Debt Guarantee Program. The FDIC’s determinations shall be final and binding on all Persons, including Holders of the Securities, subject only to the right of a Holder or other interested