0001362310-08-005899 Sample Contracts

SHAREHOLDER AGREEMENT
Shareholder Agreement • October 16th, 2008 • Sovereign Bancorp Inc • Savings institution, federally chartered • Pennsylvania

SHAREHOLDER AGREEMENT dated 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”).

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THIRD AMENDMENT TO SECOND AMENDED AND RESTATED RIGHTS AGREEMENT
Rights Agreement • October 16th, 2008 • Sovereign Bancorp Inc • Savings institution, federally chartered • New York

This Third Amendment to Second Amended and Restated Rights Agreement, dated as of October 13, 2008 (the “Amendment”), is by and between Sovereign Bancorp, Inc., a Pennsylvania corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company (the “Rights Agent”).

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