0000950103-08-002883.txt : 20081125 0000950103-08-002883.hdr.sgml : 20081125 20081125171121 ACCESSION NUMBER: 0000950103-08-002883 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20081125 DATE AS OF CHANGE: 20081125 SUBJECT COMPANY: 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39453 FILM NUMBER: 081214619 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Banco Santander, S.A. CENTRAL INDEX KEY: 0000891478 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL BANKS, NEC [6029] IRS NUMBER: 132617929 STATE OF INCORPORATION: U3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: NEW YORK BRANCH STREET 2: 45 EAST 53RD STREET CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2124505098 MAIL ADDRESS: STREET 1: NEW YORK BRANCH STREET 2: 45 EAST 53RD ST CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: BANCO SANTANDER SA DATE OF NAME CHANGE: 20070925 FORMER COMPANY: FORMER CONFORMED NAME: BANCO SANTANDER CENTRAL HISPANO SA DATE OF NAME CHANGE: 19990512 FORMER COMPANY: FORMER CONFORMED NAME: BANCO SANTANDER S A DATE OF NAME CHANGE: 19931201 SC 13D/A 1 dp11936_sc13da11.htm

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

SCHEDULE 13D/A Under the Securities Exchange Act of 1934
(Amendment No. 11)*

SOVEREIGN BANCORP, INC.
(Name of Issuer)

COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)

845905108
(CUSIP Number)

James H. Bathon Banco Santander, S.A. c/o Banco Santander, S.A., New York Branch 45 East 53rd Street New York, NY 10022 (212) 350-3500
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 21, 2008
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 845905108

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Banco Santander, S.A.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) o
3.	SEC Use Only
4.	Source of Funds (See Instructions) 00
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	o
6.	Citizenship or Place of Organization Kingdom of Spain

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	Sole Voting Power 165,919,150
	8.	Shared Voting Power None
	9.	Sole Dispositive Power 165,919,150
	10.	Shared Dispositive Power None

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 165,919,150
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	o
13.	Percent of Class Represented by Amount in Row (11) 24.99%
14.	Type of Reporting Person (See Instructions) CO

This Schedule 13D/A constitutes the eleventh amendment to the Schedule 13D originally filed by Banco Santander, S.A. (formerly known as Banco Santander Central Hispano, S.A.), a Spanish sociedad anonima (“Santander”), with the Securities and Exchange Commission (“SEC”) on June 9, 2006 (the “Statement”), amended by Amendment No. 1 filed by Santander with the SEC on June 16, 2006 (the “First Amendment”), Amendment No. 2 filed by Santander with the SEC on June 28, 2006 (the “Second Amendment”), Amendment No. 3 filed by Santander with the SEC on July 21, 2006 (the “Third Amendment”), Amendment No. 4 filed by Santander with the SEC on August 9, 2006 (the “Fourth Amendment”), Amendment No. 5 filed by Santander with the SEC on August 29, 2006 (the “Fifth Amendment”), Amendment No. 6 filed by Santander with the SEC on August 30, 2006 (the “Sixth Amendment”), Amendment No. 7 filed by Santander with the SEC on March 8, 2007 (the “Seventh Amendment”), Amendment No. 8 filed by Santander with the SEC on June 15, 2007 (the “Eighth Amendment”), Amendment No. 9 filed by Santander with the SEC on July 24, 2008 (the “Ninth Amendment”) and Amendment No. 10 filed by Santander with the SEC on October 14, 2008 (the “Tenth Amendment”, and together with the First Amendment, the Second Amendment, Third Amendment, Fourth Amendment, Fifth Amendment, Sixth Amendment, Seventh Amendment, Eighth Amendment and Ninth Amendment, the “Amendments”) with respect to shares of the common stock, no par value per share (the “Shares”), of Sovereign Bancorp, Inc., a Pennsylvania corporation (the “Issuer”).

The purpose of this Eleventh Amendment is to report the signing of a Restated Voting Agreement between Santander and certain other holders of Shares affiliated with Relational Investors LLC (see Item 4) and to update certain other factual information.

Except as specifically amended by this Schedule 13D/A, the Statement, as amended by the Amendments, remains in full force and effect. Unless otherwise defined herein, all capitalized terms shall have the meanings ascribed to them in the Statement, as amended by the Amendments.

Item 4. Purpose of Transaction.

Item 4 of this Statement is hereby amended by adding the following after the final paragraph thereof:

On November 21, 2008, Santander and certain other holders of Shares affiliated with Relational Investors LLC entered into a Restated Voting Agreement (the “Restated Voting Agreement”), restating the Voting Agreement entered into on October 13, 2008, to provide for certain clarifications and other changes thereto. A copy of the Restated Voting Agreement is filed herewith as Exhibit 8.

Item 5. Interest in Securities of the Issuer.

Item 5(a) and Item 5(b) of this Statement is hereby amended and restated as follows:

(a) Santander beneficially owns 165,919,150 Shares, which represent approximately 24.99% of the outstanding Shares of the Issuer. This amount does not include any Shares borrowed or lent in the ordinary course of business by Santander’s UK affiliate in connection with its financing of S&P 500 equity baskets, of which Santander disclaims beneficial ownership. Except as set forth in this Item 5(a), none of Santander, and, to its knowledge, any persons named in Schedule A hereto owns beneficially any Shares.

(b) Santander has sole power to vote and to dispose of 165,919,150 Shares. Santander may be deemed to have beneficial ownership of the Shares subject to the Restated Voting Agreement and the other Voting Agreements. Based on the representations made by the shareholders that are parties to the Restated Voting Agreement and the other Voting Agreements, such shareholders beneficially own 60,115,490 Shares, and therefore Santander may be deemed to beneficially own a total of 226,034,640 Shares.

Item 7. Material to be Filed as Exhibits.

Exhibit 8: Restated Voting Agreement dated as of November 21, 2008

Page 3 of 7

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	November 25, 2008
	Date

	/s/ James H. Bathon
	Signature


	James H. Bathon – Attorney-in-fact
	(Name/Title)

Page 4 of 7

SCHEDULE A

DIRECTORS AND EXECUTIVE OFFICERS OF SANTANDER

The name, business address, title, present principal occupation or employment of each of the directors and executive officers of Santander are set forth below. If no business address is given the director’s or officer’s business address is the address specified in Item 2 as the principal business address of Santander. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to Santander. All of the directors and officers are citizens of Spain except for Assicurazioni Generali, S.p.A. (Italy), Lord Burns (United Kingdom), Antonio H. Osorio (Portugal), Mr. Adolfo Lagos (Mexico) and Mr. Nuno Manuel Da Silva Amado (Portugal).

Names and Business Addresses of Executive Officers and Directors	Present Principal Occupation and Name of Employer

Directors

Emilio Botín	Chairman of the Board of Directors and of the Executive Committee
Fernando de Asúa	First Vice Chairman
Alfredo Sáenz	Second Vice Chairman of the Board of Directors and Chief Executive Officer
Matías R. Inciarte	Third Vice Chairman of the Board of Directors and Chairman of the Risk Committee
Manuel Soto	Fourth Vice Chairman
Assicurazioni Generali, S.p.A. (*)	Not applicable (1)
Antonio Basagoiti	Director
Ana P. Botín (*)	Chairwoman, Banco Español de Crédito, S.A.
Javier Botín (*)	Executive Director, M&B Capital Advisers, Sociedad de Valores, S.A.
Lord Burns (*)	Chairman, Abbey National plc
Guillermo de la Dehesa (*)	Chairman, AVIVA Vida y Pensiones, S.A.
Rodrigo Echenique	Director
Antonio Escámez	Director
Juan R. Inciarte	Director, Executive Vice President, Strategy
Francisco Luzón	Director, Executive Vice President, America
Abel Matutes (*)	Chairman, Grupo de Empresas Matutes
Luis Ángel Rojo	Director
Luis Alberto Salazar-Simpson	Director
Isabel Tocino	Director

Executive Officers excluding Directors

José A. Alvarez	Executive Vice President, Financial Management
David Arce	Executive Vice President, Internal Auditing
Ignacio Benjumea	Executive Vice President, General Secretariat and of the Board

Juan Manuel Cendoya	Executive Vice President, Communication and Research
José María Espí	Executive Vice President, Risk
Enrique G. Candelas	Executive Vice President, Retail Banking, Spain
Antonio H. Osorio (*)	Chief Executive Officer, Abbey
Joan-David Grimà	Executive Vice President, Asset Management
Juan Guitard	Executive Vice President, General Secretariat and of the Board
Gonzalo de las Heras (*)	Executive Vice President, Global Wholesale Banking
Adolfo Lagos	Executive Vice President, Global Wholesale Banking

Page 5 of 7

Jorge Maortua	Executive Vice President, Global Wholesale Banking
Jorge Morán	Executive Vice President, Insurance
Javier Peralta	Executive Vice President, Risk
Marcial Portela	Executive Vice President, America
Magda Salarich Fernández de Valderrama	Executive Vice President, Consumer Lending
José Manuel Tejón	Executive Vice President, Financial Accounting
Jesús Mª Zabalza	Executive Vice President, America
Nuno Manuel Da Silva Amado (*)	Executive Vice President, Portugal
José María Fuster	Executive Vice President, Technology and Operations
Javier Marín	Executive Vice President, Global Private Banking
César Ortega	Executive Vice President, General Secretariat and of the Board
José Luis Gómez Alciturri	Executive Vice President, Human Resources

(1) This Director of Santander is an insurance company and thus has no occupation.

The business address of those persons marked with (*) is as follows:

·	Assicurazioni Generali, S.p.A.

Piazza Duca degli Abruzzi, 2

34132 Trieste, Italy

·	Ana P. Botín

Avda. Gran Vía de Hortaleza, 3

28043 Madrid

Spain

·	Javier Botín

Plaza Manuel Gómez Moreno, 2

28020 Madrid

Spain

·	Lord Burns

Waterside House, 35 North Wharf Road

London W2 1NW, England, U.K.

·	Guillermo de la Dehesa

C/ Francisco Silvela, 106

28002 Madrid

Spain

·	Abel Matutes

Avda. Bartolomé Roselló, 18

07800 Ibiza

Spain

·	Nuno Manuel Da Silva Amado

Rua do Ouro, 88

Page 6 of 7

1100 – 063 Lisbon

Portugal

·	Antonio H. Osorio

2 Triton Square

Regent’s Place

London NW1 3AN

United Kingdom

·	Gonzalo de las Heras

45 East 53rd Street

New York, NY 10022

Page 7 of 7

EX-99.8 2 dp11936_ex8.htm

Exhibit 8

RESTATED SHAREHOLDER AGREEMENT

RESTATED SHAREHOLDER AGREEMENT dated as of November 21, 2008 and effective as of October 13, 2008 (the “Agreement”) between Banco Santander S.A., a Spanish sociedad anónima (“Parent”), and each of the individuals or entities listed on a signature page hereto (each, a “Shareholder”).

WHEREAS, in order to induce Parent to enter into the Transaction Agreement (the “Transaction Agreement”), dated as of October 13, 2008 (“Effective Date”), with Sovereign Bancorp, Inc., a Pennsylvania corporation (the “Company”), Parent has requested the Shareholders, and each Shareholder has agreed, to enter into this Agreement with respect to all shares of common stock, no par value per share, of the Company that such Shareholder beneficially owns (the “Shares”).

WHEREAS, Parent and the Shareholders hereby amend and restate the original Shareholder Agreement, dated the Effective Date (the “Original Agreement”), to provide for certain technical corrections thereto.

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE 1

Voting Agreement

Section 1.01 . Voting Agreement. Each Shareholder hereby agrees to vote (or cause to be voted) or exercise its right to consent (or cause its right to consent to be exercised) with respect to all Shares beneficially owned by such Shareholder that such Shareholder is entitled to vote at the time of any vote or action by written consent to approve and adopt the Transaction Agreement, the Reincorporation Merger, the Share Exchange and all agreements related to the Reincorporation Merger and the Share Exchange (collectively, the “Transactions”), at any meeting and at any adjournment thereof, at which such Transaction Agreement and other related agreements (or any amended version thereof) are submitted for the consideration and vote of the shareholders of the Company. Each Shareholder hereby agrees that it will not vote any Shares in favor of, or consent to, and will vote against and not consent to, the approval of any (i) Acquisition Proposal, (ii) reorganization, recapitalization, liquidation or winding-up of the Company or any other extraordinary transaction involving the Company, or (iii) corporate action the consummation of which would in any respect frustrate the purposes, or prevent or delay, hinder, interfere with or adversely affect in any respect the consummation, of the transactions contemplated by the Transaction Agreement.

- 1 - -

Section 1.02 Irrevocable Proxy. Each Shareholder hereby revokes any and all previous proxies granted with respect to the Shares. By entering into this Agreement, to the maximum extent permitted by applicable law, each Shareholder hereby grants a proxy appointing Parent as such Shareholder’s attorney-in-fact and proxy, with full power of substitution, for and in such Shareholder’s name, to vote, express consent or dissent, or otherwise to utilize such voting power in the manner contemplated by Section 1.01 above as Parent or its proxy or substitute shall, in Parent’s sole discretion, deem proper with respect to the Shares. The proxy granted by each Shareholder pursuant to this Article 1 is irrevocable, is coupled with an interest and is granted in consideration of Parent entering into this Agreement and the Transaction Agreement and incurring certain related fees and expenses. The proxy granted by each Shareholder shall be revoked only (i) upon the termination of this Agreement in accordance with its terms or (ii) with respect to Shares that are sold, assigned, transferred or otherwise disposed of following the Record Date in accordance with the terms of this Agreement, upon such sale, assignment, transfer or other disposition; provided that such revocation shall only be effective with respect to matters for which the relevant record date is the date of, or any date following, such sale, assignment, transfer or other disposition.

ARTICLE 2

Representations and Warranties of Shareholders

Each Shareholder, severally but not jointly as to any other Shareholder, represents and warrants to Parent (it being expressly understood that the representations and warranties contained in this Agreement shall be made only as of the Effective Date):

Section 2.01 . Corporation Authorization. If such Shareholder is not an individual, the execution, delivery and performance by such Shareholder of this Agreement and the consummation by such Shareholder of the transactions contemplated hereby are within the corporate, limited liability company, partnership or trust powers of such Shareholder and have been duly authorized by all necessary action. This Agreement constitutes a valid and binding Agreement of such Shareholder. If such Shareholder is married and the Shares set forth on the signature page hereto opposite such Shareholder’s name constitute community property under applicable laws, this Agreement has been duly authorized, executed and delivered by, and constitutes the valid and binding agreement of, such Shareholder’s spouse. If this Agreement is being executed in a representative or fiduciary capacity, the Person signing this Agreement has full power and authority to enter into and perform this Agreement.

Section 2.02 . Non-Contravention. The execution, delivery and performance by such Shareholder of this agreement and the consummation of the

- 2 - -

transactions contemplated hereby do not and will not (i) if such Shareholder is not an individual, violate the certificate of incorporation or bylaws of or similar organizational documents of such Shareholder, (ii) violate any applicable law, rule, regulation, judgment, injunction, order or decree, (iii) except as contemplated by the Investment Arrangements and the Settlement Agreement, require any consent or other action by any Person under, constitute a default under, or give rise to any right of termination, cancellation or acceleration or to a loss of any benefit to which such Shareholder is entitled under any provision of any agreement or other instrument binding on such Shareholder or (iv) result in the imposition of any Lien on any asset of such Shareholder. For purposes of this Agreement, the term “Investment Arrangements” means the agreements and other documentation pursuant to which any Shareholder beneficially owns Shares, including any applicable investment agreements, managed account agreements and limited partnership agreements. For purposes of this Agreement, the term “Settlement Agreement” means the Settlement Agreement, dated as of March 22, 2006, by and among Relational Holdings, LLC, Relational Investors LLC, Ralph V. Whitworth, David H. Batchelder, certain investment partnerships identified on Annex A thereto and Sovereign Bancorp, Inc.

Section 2.03 . Ownership of Shares. Except as contemplated by the Investment Arrangements and the Settlement Agreement, such Shareholder is the beneficial owner of the Shares, free and clear of any Lien and any other limitation or restriction (including any restriction on the right to vote or otherwise dispose of the Shares). Except as contemplated by the Investment Arrangements, the Settlement Agreement and this Agreement, none of the Shares is subject to any voting trust, proxy or other agreement or arrangement with respect to the voting of such Shares. Prior to June 30, 2009, the number of Shares subject to any voting trust, proxy or other agreement or arrangement with respect to the voting of such Shares or subject to any obligation to sell (including short sell), assign, transfer, encumber or otherwise dispose of under the Investment Arrangements does not exceed 6,489,050.

Section 2.04 . Reliance. Such Shareholder understands and acknowledges that Parent is entering into the Transaction Agreement in reliance upon such Shareholder’s execution, delivery and performance of this Agreement.

Section 2.05 . Total Shares. Except for the Shares set forth on the signature page hereto, as of the date of this Agreement such Shareholder does not beneficially own any (i) shares of capital stock or voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (iii) options or other rights to acquire from the Company any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company.

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Section 2.06 . Finder’s Fees. No investment banker, broker, finder or other intermediary is entitled to a fee or commission from Parent or the Company in respect of this Agreement by reason of any arrangement or agreement made by such Shareholder.

ARTICLE 3

Representations and Warranties of Parent

Parent represents and warrants to each Shareholder:

Section 3.01 . Corporation Authorization. The execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby are within the corporate (or similar) powers of Parent and have been duly authorized by all necessary corporate (or similar) action. This Agreement constitutes a valid and binding agreement of Parent.

ARTICLE 4

Covenants of Shareholders

Shareholder hereby covenants and agrees that:

Section 4.01 . No Transfer of, Proxies for, or Encumbrances on, Shares. (a) Except pursuant to the terms of this Agreement or as required by the Investment Arrangements, no Shareholder shall (nor permit any person under such Shareholder’s control to), without the prior written consent of Parent, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares or (ii) sell (including short sell), assign, transfer, encumber or otherwise dispose of, or enter into any contract (including any hedging or derivative agreement or other similar agreement), option or other arrangement (including any profit sharing arrangement) or understanding with respect to the direct or indirect sale (including short sale), assignment, transfer, encumbrance or other disposition of, any Shares, in each case on or prior to the earlier of the day following the Record Date and June 30, 2009 (the “Sale Release Date”). On and after the Sale Release Date, no such sale, assignment, transfer, encumbrance, disposition, entering into of any contract, option or other arrangement or understanding with respect to the direct or indirect sale, assignment, transfer, encumbrance or other disposition of any Shares shall be made by any Shareholder other than in (x) open market sales not exceeding in any one trading day 20% of the Company’s average daily volume for the previous 30 trading days, or (y) privately negotiated sales, provided that the transferee immediately following any such transaction would not, together with such transferee’s Affiliates, beneficially own in the aggregate 2% or more of the Company’s outstanding voting securities. For purposes hereof, the term “Record Date” shall mean the first record date established by the board

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of directors of the Company (with the approval and consent of at least one director designated by Parent) for the meeting of the Company’s shareholders contemplated by Section 10.02 of the Transaction Agreement (the “Record Date”).

(b) For the avoidance of doubt, Parent hereby agrees and confirms that following the Sale Release Date, each Shareholder may take any action referenced in clause (ii) of Section 4.01(a) with respect to any or all of the Shares, and that upon and to the extent of such sale, assignment, transfer, encumbrance, or other disposition, the Shares so sold, assigned, transferred, encumbered or disposed of shall no longer be subject to the terms of this Agreement, except (i) to the extent expressly agreed by the Person to whom the Shares are so sold, assigned, transferred or disposed of or for whose benefit the encumbrance arises and (ii) to the extent of the irrevocable proxy granted by each Shareholder pursuant to the terms and conditions of Section 1.02. Parent acknowledges that, pursuant to the Investment Arrangements, the Shareholders may be required to transfer to clients, or may, upon the termination of an investment advisory relationship or otherwise, dispose or fail to retain, beneficial ownership of Shares. Notwithstanding the foregoing, each Shareholder will use reasonable best efforts to cause retain through the Sale Release Date ownership, custody and/or control of all of the Shares and, to the extent necessary, to influence any other Person having voting authority over any of the Shares to exercise that authority in a manner consistent with this agreement. Subject to the next sentence of this paragraph, any such loss of beneficial ownership of Shares pursuant to the Investment Arrangements shall not be a breach of this Section 4.01, and upon and to the extent of such transfer or other disposition of beneficial ownership, such Shares shall no longer be subject to the terms of this Agreement. Notwithstanding anything in this Agreement to the contrary, the Shareholders shall ensure that, in the aggregate, they beneficially own at least 52,500,000 Shares on the Record Date; provided that the Record Date occurs on or before June 30, 2009.

Section 4.02 . Other Offers. Subject to Section 5.01, each Shareholder shall not, directly or indirectly, (i) take any action to solicit or initiate any Acquisition Proposal or (ii) engage in negotiations with, or disclose any nonpublic information relating to the Company or any of its Subsidiaries or afford access to the properties, books or records of, or relating to, the Company or any of its Subsidiaries to, any Person that may be considering making, or has made, an Acquisition Proposal or has agreed, or may be considering whether to agree, to endorse an Acquisition Proposal. Each Shareholder will promptly notify Parent after receipt of an Acquisition Proposal or any indication that any Person is considering making an Acquisition Proposal or any request for nonpublic information relating to the Company or any of its Subsidiaries or for access to the properties, books or records of, or relating to, the Company or any of its Subsidiaries by any Person that may be considering making, or has made, an

- 5 - -

Acquisition Proposal and will keep Parent fully informed of the status and details of any such Acquisition Proposal, indication or request.

Section 4.03 Appraisal Rights. Each Shareholder agrees not to exercise any rights to demand appraisal of any Shares which may arise with respect to any of the transactions contemplated by the Transaction Agreement.

ARTICLE 5

Miscellaneous

Section 5.01 . Action in Shareholder Capacity Only. The parties acknowledge that this Agreement is entered into by each Shareholder solely in his or its capacity as the beneficial owner of the Shares beneficially owned by him or it, and nothing in this Agreement shall in any way restrict or limit any action taken or to be taken (or failure to act) by such Shareholder or such Shareholder’s principals or other controlling persons, as applicable, in any capacity as a director or officer of the Company and the taking of any actions (or failure to act) by such Shareholder or such other Persons in any capacity as an officer or director of the Company will not be deemed to constitute a breach of this Agreement, regardless of the circumstances related thereto.

Section 5.02 Documentation and Information. Each Shareholder consents to and authorizes the publication and disclosure by Parent of such Shareholder’s identity and holding of Shares, the nature of such Shareholder’s commitments, arrangements and understandings under this Agreement (including, for the avoidance of doubt, the disclosure of this Agreement) and any other information that is required to be disclosed by Applicable Law in any press release, the Company Proxy Statement (including all schedules and documents filed with the SEC), or any other disclosure document or registration statement in connection with the Reincorporation Merger, the Share Exchange and any transactions contemplated by the Transaction Agreement; provided that each Shareholder is provided with a reasonable opportunity to review and comment on any such disclosure. Each Shareholder agrees to promptly notify Parent of any required corrections with respect to any information supplied by such Shareholder specifically for use in any such disclosure document, if and to the extent that such Shareholder has knowledge that any such information shall have become false or misleading in any material respect.

Section 5.03 . Other Definitional and Interpretative Provisions. Unless specified otherwise, in this Agreement the obligations of any party consisting of more than one person are joint and several. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be

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ignored in the construction or interpretation hereof. References to Articles and Sections are to Articles and Sections of this Agreement unless otherwise specified. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof.

Section 5.04. Amendments. Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or in the case of a waiver, by the party against whom the waiver is to be effective.

Section 5.05 Termination. (a) Subject to paragraph (b) of this Section 5.05, this Agreement shall terminate upon the earlier of:

(i) the Exchange Effective Time;

(ii) the mutual consent of Parent and the Shareholders; and

(iii) the termination of the Transaction Agreement pursuant to its terms.

In addition, except as expressly stated to the contrary in this Agreement, the terms of this Agreement shall not apply to any Shares that are sold, assigned, transferred, encumbered or disposed of on or following the Sale Release Date in accordance with Section 4.01(a).

(b) Upon termination of this Agreement, the rights and obligations of all the parties will terminate and become void without further action by any party except for the provisions of this Article 5, which will survive such termination, and any provision of this Agreement which by its terms survives such termination.

Section 5.06 . Expenses. All costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense.

Section 5.07 . Successors and Assigns; Third Party Beneficiaries. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that no party may assign, delegate or otherwise transfer any of its rights or obligations under

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this Agreement without the consent of the other parties hereto, except that Parent may transfer or assign its rights and obligations to any controlled Affiliate of Parent. For the avoidance of doubt, any sale, assignment, transfer, encumbrance or disposition of Shares permitted by Section 4.01(a) shall not be regarded as an assignment of this Agreement and no purchaser, assignee, transferee, pledge or recipient of such Shares shall be regarded as a successor of any Shareholder under this Agreement or have any responsibility or be subject to any liability under this Agreement. Nothing in this Agreement, express or implied, is intended to confer upon any Person other than the parties hereto and their respective successors and assigns any rights or remedies under or by reason of this Agreement.

Section 5.08 . Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the Commonwealth of Pennsylvania, without regard to principles of conflicts of law.

Section 5.09 . Consent To Jurisdiction; Jury Trial.(a) The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.

(b) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 5.10 . Counterparts; Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received counterparts hereof signed by all of the other parties hereto. Until and unless each party has received a counterpart hereof signed by the other party

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hereto, this Agreement shall have no effect and no party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication).

Section 5.11 . Severability. If any term, provision or covenant of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions and covenants of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

Section 5.12 . Specific Performance. The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement is not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof in addition to any other remedy to which they are entitled at law or in equity.

Section 5.13 . No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership interest or incidence of ownership of or with respect to any Shares. Except as otherwise provided in this Agreement, all rights, ownership and economic benefits relating to the Shares shall remain vested in and belong to the Shareholders.

Section 5.14 . Amendment and Restatement. This Agreement amends and restates, in its entirety, the Original Agreement.

Section 5.15 Capitalized Terms; Other Terms.

(a) Capitalized terms used but not defined herein shall have the respective meanings set forth in the Transaction Agreement.

(b) For purposes of this Agreement, a person shall be deemed to “beneficially own” any securities of which such person is considered to be a “beneficial owner” under Rule 13d-3 under the Exchange Act.

[Next page is a signature page.]

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

BANCO SANTANDER S.A.

By:
	Name:
	Title:

_____________ Shares


By:
	Name:
	Title: