Common use of Issue of Rights Certificates Clause in Contracts

Issue of Rights Certificates. (a) Until the earliest of (i) the close of business on the tenth Business Day after the Stock Acquisition Date, (ii) the close of business on the tenth Business Day (or such later date as may be determined by the Board of Directors) after the date that a tender offer or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee stock option plan or other employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed, or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if, upon consummation thereof, such Person would be the Beneficial Owner of (x) 19.9% or more (or 29.9% or more in the case of any natural Person, but not any of such natural Person's transferees, including heirs, devisees and legatees, who has filed a Schedule 13D under the Exchange Act indicating beneficial ownership of 5% or more of the Common Stock on the date hereof) of the shares of Common Stock then outstanding or (y) Voting Securities representing 19.9% or more (or 29.9% or more in the case of any natural Person, but not any of such natural Person's transferees, including heirs, devisees and legatees, who has filed a Schedule 13D under the Exchange Act indicating beneficial ownership of 5% or more of the Common Stock on the date hereof) of the Total Voting Power, or (iii) the close of business on the tenth Business Day after the Board of Directors determines, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof, that a Person is an Adverse Person (the earliest of (i), (ii), and (iii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of such Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for shares of Common Stock and the registered holders of shares of Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Sovereign Bancorp, Inc. (the "Company") and Harris Trust Compan▇ ▇▇ ▇ew York (the "Rights Agent") dated as of September 19, 1989 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company or the Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, an Adverse Person, or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Until the earliest earlier of (i) the close of business on the tenth Business Day after the Stock Shares Acquisition Date, Date or (ii) the close of business on the tenth Business Day day (or such later date as may be determined by action of the Company’s Board of Directors) after the date that a tender offer or exchange offer of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee stock option benefit plan or other employee benefit stock ownership plan of the Company or of any Subsidiary of the Company, Company or any Person or entity organized, appointed, appointed or established by the Company or of any Subsidiary of the Company for or pursuant to the terms of any such plan) is first published of, or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under first public announcement of the Exchange Actintention of any Person (other than the Company, ifany Subsidiary of the Company, upon any employee benefit plan or employee stock ownership plan of the Company or of any Subsidiary of the Company or any Person or entity organized, appointed or established by the Company or of any Subsidiary of the Company for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five Business Days after such announcement), a tender or exchange offer the consummation thereofof which would result in any Person becoming an Acquiring Person (including, such Person would be the Beneficial Owner of (x) 19.9% or more (or 29.9% or more in the case of any natural Person, but not any of such natural Person's transferees, including heirs, devisees and legatees, who has filed a Schedule 13D under the Exchange Act indicating beneficial ownership of 5% or more of the Common Stock on the date hereof) of the shares of Common Stock then outstanding or (y) Voting Securities representing 19.9% or more (or 29.9% or more in the case of any natural Person, but not any of such natural Person's transferees, including heirs, devisees and legatees, who has filed a Schedule 13D under the Exchange Act indicating beneficial ownership of 5% or more of the Common Stock on the date hereof) of the Total Voting Power, or (iii) the close of business on the tenth Business Day after the Board of Directors determines, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof, that a Person is an Adverse Person (the earliest of both (i), ) and (ii), any such date which is after the date of this Agreement and (iii) prior to the issuance of the Rights), the earlier of such dates being herein referred to as the "Distribution Date"), “DistributionDate,” (x) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for the Common Stock Shares registered in the names of the holders of such Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificatesRights Certificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer to the Company); provided, however, that if a tender offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender offer. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent by first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificatesa Rights Certificate, in substantially the form of Exhibit B hereto (the "Rights Certificates"a “RightsCertificate”), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Effective Date, the Company will send a copy of a Summary of RightsRights to Purchase Series E Preferred Shares, in substantially the form attached hereto as of Exhibit C hereto (the "Summary of Rights"“SummaryofRights”), by first-class, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the close of business on the Record Effective Date, at the address of such holder shown on the records of the Company. With respect to certificates for shares of Common Stock Shares outstanding as of the Record Effective Date, until the Distribution Date, the Rights will be evidenced by such certificates for shares of Common Stock and registered in the registered holders of shares of Common Stock shall also be the registered holders names of the associated Rightsholders thereof together with a copy of the Summary of Rights attached thereto. Until the Distribution Date (or the earlier of the Distribution Redemption Date or the Final Expiration Date), the surrender for transfer of any certificates representing shares certificate for Common Shares outstanding on the Effective Date, with or without a copy of Common Stock in respect the Summary of which Rights have been issued attached thereto, shall also constitute the transfer of the Rights associated with such shares Common Shares. As a result of the execution of the Original Agreement, each Common Share outstanding as of the Close of Business on January 16, 1998 shall, subject to the terms and conditions of this Agreement, also represent one Right and shall, subject to the terms and conditions of this Agreement, represent the right to purchase one one-thousandth of a share of Preferred Stock. (c) Rights shall be issued Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in respect the last sentence of all shares of Common Stock which are issued this paragraph (whether originally issued or from the Company's treasuryc)) after the Record Effective Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date. Certificates representing such shares of Common Stock Date shall also be deemed also to be certificates for Rights, Rights and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement between Sovereign BancorpHawk Corporation and Continental Stock Transfer & Trust Company, Inc. (the "Company") and Harris Trust Compan▇ ▇▇ ▇ew York (the "as Rights Agent") , dated as of September 19January 16, 1989 1998 (the "Rights Agreement"“RightsAgreement”), as amended from time to time, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the CompanyHawk Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company or the Rights Agent Hawk Corporation will mail to the holder of this certificate a copy summary of the Rights Agreement, Agreement (as in effect on the date of mailing, ) without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreementcircumstances, Rights issued to, that are or held by, any Person who is, was were beneficially owned by Acquiring Persons or becomes an Acquiring Person, an Adverse Person, their Affiliates or any Affiliate or Associate thereof Associates (as such terms are defined in the Rights Agreement), whether currently held by or on behalf ) and any subsequent holder of such Person or by any subsequent holder, Rights may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock Shares represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rightsalone, and the surrender for transfer of any of such certificates certificate shall also constitute the transfer of the Rights associated with the Common Stock Shares represented by thereby. In the event that the Company purchases or acquires any Common Shares after the Effective Date but prior to the Distribution Date, any Rights associated with such certificatesCommon Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.

Issue of Rights Certificates. (a) Until the earliest earlier of (i) the close Close of business Business on the tenth Business Day calendar day after the Stock Acquisition Date (or, if the tenth calendar day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the close Close of business Business on the tenth Business Day (or, if such tenth Business Day occurs before the Record Date, the Close of Business on the Record Date), or such later date as may be determined by action of the Board of Directors) Directors prior to such time as any Person becomes an Acquiring Person, after the date that a tender offer or exchange offer, or an intention to make a tender offer or exchange offer, by any Person (other than the Company, any Subsidiary of the Company, any employee stock option plan or other employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if, if upon consummation thereofthereof for the maximum number of shares that may be purchased thereunder, such Person would be the Beneficial Owner of twenty percent (x20%) 19.9% or more (or 29.9% or more in the case of any natural Person, but not any of such natural Person's transferees, including heirs, devisees and legatees, who has filed a Schedule 13D under the Exchange Act indicating beneficial ownership of 5% or more of the Common Stock on the date hereof) of the shares of Common Stock then outstanding or (y) Voting Securities representing 19.9% or more (or 29.9% or more in the case of any natural Person, but not any of such natural Person's transferees, including heirs, devisees and legatees, who has filed a Schedule 13D under the Exchange Act indicating beneficial ownership of 5% or more of the Common Stock on the date hereof) of the Total Voting Power, or (iii) the close of business on the tenth Business Day after the Board of Directors determines, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof, that a Person is an Adverse Person (the earliest earlier of (i), ) or (ii), and (iii) being herein referred to as the "Distribution DateDISTRIBUTION DATE"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of such the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution DateDate and upon receipt of all necessary information, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Distribution Date, Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto specified in Section 4 hereof (the "Rights CertificatesRIGHTS CERTIFICATES"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereofthis Agreement, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rightsrights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the "Summary of Rights")EXHIBIT C, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Record Date, Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) at the address of such holder shown on the records of the Company. With respect to certificates for shares of the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for shares of the Common Stock together with the Summary of Rights and the registered holders of shares of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration DateDate (as such term is defined in Section 7 hereof), the transfer of any certificates representing shares of Common Stock in respect Stock, with or without a copy of which Rights have been issued the Summary of Rights, shall also constitute the transfer of the Rights associated with such the shares of Common StockStock represented by such certificates. (c) Rights shall be issued in respect of all shares of Common Stock which that are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Rights shall also be issued to the extent provided in Section 22 in respect of all shares of Common Stock which are issued (whether originally issued or from the Company's treasury) after the Distribution Date and prior to the Expiration Date. Certificates representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) shall also be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following the date hereof shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Stockholder Rights Agreement between Sovereign BancorpAlloy, Inc. (the "Company") and Harris American Stock Transfer & Trust Compan▇ ▇▇ ▇ew York Company (the "Rights Agent") dated as of September 19April 14, 1989 2003 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company or the Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights AgreementUNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, Rights issued toRIGHTS ISSUED TO, or held byOR HELD BY, any Person who isANY PERSON WHO IS, was or becomes an Acquiring Person, an Adverse Person, or any Affiliate or Associate thereof WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (as such terms are defined in the Rights AgreementAS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), whether currently held by or on behalf of such Person or by any subsequent holderWHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, may become null and voidWILL BECOME NULL AND VOID. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding the foregoing, the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Rights Certificates. (a) Until the earliest earlier of (i) the close Close of business Business on the tenth Business Day day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the close Close of business Business on the tenth Business Day (or, if such tenth Business Day occurs before the Record Date, the Close of Business on the Record Date), or such later date as may be determined by action of the Board of Directors) Directors prior to such time as any Person becomes an Acquiring Person, after the date that a tender offer or exchange offer, or an intention to make a tender offer or exchange offer, by any Person (other than the Company, any Subsidiary of the Company, any employee stock option plan or other employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if, if upon consummation thereofthereof for the maximum number of shares that may be purchased thereunder, such Person would be the Beneficial Owner of (x) 19.915% or more (or 29.9% or more in the case of any natural Person, but not any of such natural Person's transferees, including heirs, devisees and legatees, who has filed a Schedule 13D under the Exchange Act indicating beneficial ownership of 5% or more of the Common Stock on the date hereof) of the shares of Common Stock then outstanding or (y) Voting Securities representing 19.9% or more (or 29.9% or more in the case of any natural Person, but not any of such natural Person's transferees, including heirs, devisees and legatees, who has filed a Schedule 13D under the Exchange Act indicating beneficial ownership of 5% or more of the Common Stock on the date hereof) of the Total Voting Power, or (iii) the close of business on the tenth Business Day after the Board of Directors determines, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof, that a Person is an Adverse Person (the earliest earlier of (i), ) or (ii), and (iii) being herein referred to as the "Distribution DateDISTRIBUTION DATE"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of such the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution DateDate and upon receipt of all necessary information, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Distribution Date, Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto specified in Section 4 hereof (the "Rights CertificatesRIGHTS CERTIFICATES"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereofthis Agreement, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rightsrights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the "Summary of Rights")EXHIBIT C, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Record Date, Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) at the address of such holder shown on the records of the Company. With respect to certificates for shares of the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for shares of the Common Stock together with the Summary of Rights and the registered holders of shares of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration DateDate (as such term is defined in Section 7 hereof), the transfer of any certificates representing shares of Common Stock in respect Stock, with or without a copy of which Rights have been issued the Summary of Rights, shall also constitute the transfer of the Rights associated with such the shares of Common StockStock represented by such certificates. (c) Rights shall be issued in respect of all shares of Common Stock which that are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Rights shall also be issued to the extent provided in Section 22 in respect of all shares of Common Stock which are issued (whether originally issued or from the Company's treasury) after the Distribution Date and prior to the Expiration Date. Certificates representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) shall also be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following the date hereof shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Stockholder Rights Agreement between Sovereign BancorpEngage, Inc. (the "Company") and Harris American Stock Transfer & Trust Compan▇ ▇▇ ▇ew York Company (the "Rights Agent") dated as of September 19October 4, 1989 2002 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company or the Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights AgreementUNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, Rights issued toRIGHTS ISSUED TO, or held byOR HELD BY, any Person who isANY PERSON WHO IS, was or becomes an Acquiring Person, an Adverse Person, or any Affiliate or Associate thereof WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (as such terms are defined in the Rights AgreementAS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), whether currently held by or on behalf of such Person or by any subsequent holderWHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, may become null and void. WILL BECOME NULL AND VOID." With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding the foregoing, the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Rights Certificates. (a) Until the earliest earlier of (i) the close Close of business Business on the tenth Business Day calendar day after the Stock Shares Acquisition Date, Date or (ii) the close Close of business Business on the tenth Business Day (or such later date as may be determined by action of the Board of DirectorsDirectors prior to such time as any Person becomes an Acquiring Person) after the date that a tender offer or exchange offer of the commencement (determined in accordance with Rule 14d-2 under the Exchange Act) by any Person (other than the Company, any Subsidiary of the Company, any employee stock option benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares solely for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person or entity organized, appointed, or established by the Company holding Common Shares solely for or pursuant to the terms of any such plan) to commence, a tender or exchange offer (which intention to commence remains in effect for five Business Days after such announcement), the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is first published or sent or given within after the meaning date of Rule 14d-2(a) this Agreement and prior to the issuance of the General Rules and Regulations under Rights, the Exchange Act, if, upon consummation thereof, such Person would be the Beneficial Owner of (x) 19.9% or more (or 29.9% or more in the case of any natural Person, but not any of such natural Person's transferees, including heirs, devisees and legatees, who has filed a Schedule 13D under the Exchange Act indicating beneficial ownership of 5% or more of the Common Stock on the date hereof) of the shares of Common Stock then outstanding or (y) Voting Securities representing 19.9% or more (or 29.9% or more in the case of any natural Person, but not any of such natural Person's transferees, including heirs, devisees and legatees, who has filed a Schedule 13D under the Exchange Act indicating beneficial ownership of 5% or more of the Common Stock on the date hereof) of the Total Voting Power, or (iii) the close of business on the tenth Business Day after the Board of Directors determines, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof, that a Person is an Adverse Person (the earliest earlier of (i), ) and (ii), and (iii) above being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock Shares registered in the names of the holders of such Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificatesRights Certificates, and (y) the Rights (and the right to receive Rights Certificates therefor) will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company)Shares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificatesa Rights Certificate, in substantially the form of Exhibit EXHIBIT B hereto (the a "Rights CertificatesCertificate"), evidencing one Right for each share of Common Stock Share so held, subject to the adjustment as provided herein. In the event that an adjustment in the number provisions of Rights per share Section 11 of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rightsthis Agreement. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following On the Record Date, or as soon as practicable thereafter, the Company will send mail a copy of a Summary of RightsRights to Purchase Preferred Shares, in substantially the form attached of EXHIBIT C hereto as Exhibit C (the "Summary of Rights"), by first-class, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the close Close of business Business on the Record Date, at the address of such holder as shown on the records of the Company. With respect to certificates for shares of Common Stock Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for shares of Common Stock and registered in the registered holders of shares of Common Stock shall also be the registered holders names of the associated Rightsholders thereof. Until the Distribution Date (or the earlier of the Distribution Redemption Date or and the Final Expiration Date), the surrender for transfer of any certificates representing shares of certificate for Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company's treasury) after Shares outstanding on the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Sovereign Bancorp, Inc. (the "Company") and Harris Trust Compan▇ ▇▇ ▇ew York (the "Rights Agent") dated as of September 19, 1989 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company or the Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, an Adverse Person, or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock Shares represented by thereby. (c) Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A STOCKHOLDER RIGHTS AGREEMENT BETWEEN EPRISE CORPORATION (THE "COMPANY") AND FLEET BANK N.A. C/O EQUISERVE, L.P. AS RIGHTS AGENT (THE "RIGHTS AGENT"), DATED AS OF DECEMBER 18, 2000, AS AMENDED FROM TIME TO TIME (THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. AS DESCRIBED IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO ANY PERSON WHO BECOMES AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE THEREOF (AS DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, SHALL BECOME NULL AND VOID. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such certificatesCommon Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Rights Certificates. (a) Until the earliest of (i) the close Close of business Business on the tenth Business Day day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), (ii) the close Close of business Business on the tenth Business Day (or, if such tenth Business Day occurs before the Record Date, the Close of Business on the Record Date), or such specified or unspecified later date on or after the Record Date as may be determined by action of a majority of the Board of Continuing Directors) , after the date that a tender offer or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee stock option plan or other employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if, if upon consummation thereof, such Person would be the Beneficial Owner of (x) 19.930% or more (or 29.9% or more in the case of any natural Person, but not any of such natural Person's transferees, including heirs, devisees and legatees, who has filed a Schedule 13D under the Exchange Act indicating beneficial ownership of 5% or more of the Common Stock on the date hereof) of the shares of Common Stock then outstanding or (y) Voting Securities representing 19.9% or more (or 29.9% or more in the case of any natural Person, but not any of such natural Person's transferees, including heirs, devisees and legatees, who has filed a Schedule 13D under the Exchange Act indicating beneficial ownership of 5% or more of the Common Stock on the date hereof) of the Total Voting Power, or (iii) the close Close of business Business on the tenth Business Day after the Board of Directors determines, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof, that a Person is an Adverse Person Event (the earliest of (i), (ii), ) and (iii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of such the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit B A hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights (the "Summary of Rights"), in substantially the form attached hereto as Exhibit C (the "Summary of Rights")B, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for shares of the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for shares of the Common Stock and the registered holders of shares of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration DateDate (as such term is defined in Section 7 hereof), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights shall be issued in respect of all shares of Common Stock which that are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Rights shall also be issued to the extent provided in Section 22 in respect of all shares of Common Stock which are issued (whether originally issued or from the Company's treasury) after the Distribution Date and prior to the Expiration Date. Certificates representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) shall also be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following the date hereof shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Sovereign BancorpTeradyne, Inc. (the "Company") and Harris Trust Compan▇ ▇▇ ▇ew York The First National Bank of Boston (the "Rights Agent") dated as of September 19March 14, 1989 1990 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company or the Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, an Adverse Person, Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or obtainable. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Until the earliest earlier of (i) the close of business on the tenth Business Day (10th) day (or such later date as may be determined by action of a majority of the Board of Directors) after the Stock Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the close of business on the tenth (10th) Business Day (or such later date as may be determined by action of a majority of the Board of Directors, but in no event later than the Stock Acquisition Date) after the date that a tender offer or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee stock option plan or other employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if, if upon consummation thereof, such Person would be the Beneficial Owner of (x) 19.915% or more (or 29.9% or more in the case of any natural Person, but not any of such natural Person's transferees, including heirs, devisees and legatees, who has filed a Schedule 13D under the Exchange Act indicating beneficial ownership of 5% or more of the Common Stock on the date hereof) of the shares of Common Stock then outstanding or (y) Voting Securities representing 19.9% or more (or 29.9% or more in the case irrespective of whether any natural Person, but not any shares of such natural Person's transferees, including heirs, devisees and legatees, who has filed a Schedule 13D under the Exchange Act indicating beneficial ownership of 5% or more of the Common Stock on the date hereofare purchased or acquired in such tender or exchange offer) of the Total Voting Power, or (iii) the close of business on the tenth Business Day after the Board of Directors determines, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof, that a Person is an Adverse Person (the earliest earlier of (i), ) and (ii), and (iii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (bc) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of such the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock that evidence such Rights (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit B A hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p11(n) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights CertificatesCertificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C B (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for shares of the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for shares of the Common Stock and the registered holders of shares of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Unless the Board of Directors by resolution adopted at or before the time of the issuance (including pursuant to the exercise of rights under the Company's benefit plans) of any Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such ; provided, however, that Rights also shall be issued after the Distribution Date and prior to the Expiration Date in respect of shares of Common Stock that are issued after the Distribution Date and prior to the Expiration Date pursuant to (i) any employee stock option or other employee benefit plan of the Company, or any Subsidiary of the Company ("Employee Plan Shares"), or (ii) any securities of the Company that were issued by the Company prior to a Distribution Date and are convertible or exercisable into or are exchangeable for Common Stock of the Company ("Convertible Securities"); provided, however, that in no event shall also any Right, or any securities issuable or issued on exercise of any Right, constitute or be deemed to constitute, for purposes of this Section 3, a Convertible Security. Certificates representing shares of Common Stock issued by the Company prior to the Distribution Date shall be deemed to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Sovereign Foothill Independent Bancorp, Inc. a California Corporation (the "Company") and Harris Trust Compan▇ ▇▇ ▇ew York ChaseMellon Shareholder Services, L.L.C. (the "Rights Agent") ), dated as of September 19, 1989 February 25 1997 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company or the Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, an Adverse Person, Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect In the event that the Company purchases or acquires any Common Stock after the Record Date but prior to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date (or, in the case of any Employee Plan Shares or (ii) shares issued on the conversion, exercise or exchange of any Convertible Securities prior to the Expiration Date), the any Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders shares of Common Stock shall also be deemed canceled and retired so that the registered holders of the associated Rights, and the transfer of Company shall not be entitled to exercise any of such certificates shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificateswhich are no longer outstanding.

Issue of Rights Certificates. (a) Until the earliest of (i) the close Close of business on the tenth Business Day after the Stock Acquisition Date, (ii) the close of business on the tenth Business Day (or such later date as may be determined by action of a majority of the Board Continuing Directors prior to such time) after the Stock Acquisition Date, (ii) the Close of DirectorsBusiness on the tenth Business Day (or such later date as may be determined by action of a majority of the Continuing Directors prior to such time) after the date that a tender offer or exchange offer (other than a Permitted Offer) by any Person (other than the Company, any Subsidiary of the Company, any employee stock option plan or other employee benefit plan of maintained by the Company or any of any Subsidiary of the Company, its Subsidiaries or any Person trustee or entity organized, appointed, or established by the Company for or pursuant fiduciary with respect to the terms of any such plana plan acting in such capacity) is first published or sent or given within the meaning of Rule 14d-2(a14d-4(a) of the General Rules and Exchange Act Regulations under the Exchange Actor any successor rule, if, if upon consummation thereof, thereof such Person would be the Beneficial Owner of (x) 19.9% or more (or 29.9% or more in the case of any natural Person, but not any of such natural Person's transferees, including heirs, devisees and legatees, who has filed a Schedule 13D under the Exchange Act indicating beneficial ownership of 515% or more of the Common Stock on the date hereof) of the shares of Company Common Stock then outstanding or (y) Voting Securities representing 19.9% or more (or 29.9% or more in the case of any natural Personoutstanding, but not any of such natural Person's transferees, including heirs, devisees and legatees, who has filed a Schedule 13D under the Exchange Act indicating beneficial ownership of 5% or more of the Common Stock on the date hereof) of the Total Voting Power, or (iii) the close first date of business on public announcement (including, without limitation, the tenth Business Day after the Board filing of Directors determines, any report pursuant to Section 13(d) of the criteria set forth in Section 11(a)(ii)(BExchange Act) hereof, by the Company or a 40% Person that a 40% Person is an Adverse Person has become such (the earliest of (i), (ii), ) and (iii) above being herein referred to as the "Distribution DateDISTRIBUTION DATE"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the shares of Company Common Stock registered in the names of the holders of such shares of Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the by transfer of the underlying shares of Company Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send send, by first-class, insured, postage postage-prepaid mail, to each record holder of the shares of Company Common Stock as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit B attached as EXHIBIT A hereto (the "Rights CertificatesRIGHTS CERTIFICATES"), evidencing one Right for each share of Company Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11(p) hereof), at the time of distribution of the Rights Certificates, the Company shall may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in a form which may be appended to certificates that represent shares of Company Common Stock, in substantially the form of EXHIBIT B attached hereto as Exhibit C (the "Summary of RightsSUMMARY OF RIGHTS"), by first-class, postage postage-prepaid mail, to each record holder of the shares of Company Common Stock as of the close Close of business Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for shares of Common Stock and the registered holders of shares of Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights shall shall, without any further action, be issued in respect of all shares of Company Common Stock which are issued (whether originally issued or from the Company's including any shares of Company Common Stock held in treasury) after the Record Date but prior to the earlier of the Distribution Date or and the Expiration Date. Certificates To the extent practicable, certificates representing such shares of Company Common Stock shall also be deemed to be certificates for Rights, and issued after the Record Date shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Sovereign BancorpDuke Realty Investments, Inc. (the "CompanyCOMPANY") and Harris American Stock Transfer & Trust Compan▇ ▇▇ ▇ew York Company (the "Rights AgentRIGHTS AGENT") dated as of September 19July 23, 1989 1998, as it may be amended from time to time (the "Rights AgreementRIGHTS AGREEMENT"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company or the Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, Person or an Adverse Person, Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and voidvoid and nontransferable. With respect to certificates representing shares of Company Common Stock (whether or not such certificates containing include the foregoing legendlegend or have appended to them the Summary of Rights), until the earlier of (i) the Distribution Date or (ii) and the Expiration Date, the Rights associated with the shares of Company Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Until the earliest of (i) the close of business on the tenth Business Day day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the close of business on the tenth Business Day business day (or such later date as may be determined by the Board of DirectorsDirectors shall determine) after the date that a tender offer or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee stock option benefit plan or other employee benefit plan compensation arrangement of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if, if upon consummation thereof, such Person would be the Beneficial Owner of (x) 19.930% or more (or 29.9% or more in the case of any natural Person, but not any of such natural Person's transferees, including heirs, devisees and legatees, who has filed a Schedule 13D under the Exchange Act indicating beneficial ownership of 5% or more of the Common Stock on the date hereof) of the shares of Common Stock then outstanding or (y) Voting Securities representing 19.9% or more (or 29.9% or more in the case of any natural Person, but not any of such natural Person's transferees, including heirs, devisees and legatees, who has filed a Schedule 13D under the Exchange Act indicating beneficial ownership of 5% or more of the Common Stock on the date hereof) of the Total Voting Power, or (iii) the close of business on the tenth Business Day after the Board of Directors determines, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof, that a Person is an Adverse Person (the earliest of (i), ) and (ii), and (iii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of such the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company); PROVIDED, HOWEVER, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit B A hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p11(a)(i) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), Rights by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for shares of the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for shares of the Common Stock and the registered holders of shares of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear the following legenda legend reading substantially as follows: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Sovereign BancorpTRISM, Inc. (the "Company") and Harris Continental Stock Transfer & Trust Compan▇ ▇▇ ▇ew York Company (the "Rights Agent") ), dated as of September 19April 27, 1989 2001, as amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices office of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company or the Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, is was or becomes an Acquiring Person, an Adverse Person, Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. The failure to print the foregoing legend on any such Common Stock certificate or any other defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 7(e) hereof.

Issue of Rights Certificates. (a) Until the earliest earlier of (i) the close of business on the tenth Business Day (10th) day (or such later date as may be determined by action of a majority of Continuing Directors then in office) after the Stock Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the close of business on the tenth (10th) Business Day (or such later date as may be determined by action of a majority of Continuing Directors then in office, but in no event later than the Board of DirectorsStock Acquisition Date) after the date that a tender offer or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee stock option plan or other employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if, if upon consummation thereof, such Person would be the Beneficial Owner of (x) 19.915% or more (or 29.9% or more in the case of any natural Person, but not any of such natural Person's transferees, including heirs, devisees and legatees, who has filed a Schedule 13D under the Exchange Act indicating beneficial ownership of 5% or more of the Common Stock on the date hereof) of the shares of Common Stock then outstanding or (y) Voting Securities representing 19.9% or more (or 29.9% or more in the case irrespective of whether any natural Person, but not any shares of such natural Person's transferees, including heirs, devisees and legatees, who has filed a Schedule 13D under the Exchange Act indicating beneficial ownership of 5% or more of the Common Stock on the date hereofare purchased or acquired in such tender or exchange offer) of the Total Voting Power, or (iii) the close of business on the tenth Business Day after the Board of Directors determines, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof, that a Person is an Adverse Person (the earliest earlier of (i), ) and (ii), and (iii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (bc) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of such the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock that evidence such Rights (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit B A hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p11(n) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights CertificatesCertificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C B (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for shares of the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for shares of the Common Stock and the registered holders of shares of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Sovereign Bancorp, Inc. (the "Company") and Harris Trust Compan▇ ▇▇ ▇ew York (the "Rights Agent") dated as of September 19, 1989 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company or the Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, an Adverse Person, or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.Expiration

Issue of Rights Certificates. (a) Until the earliest earlier of (i) the close Close of business Business on the tenth Business Day calendar day after the Stock Acquisition Date (or, if the tenth calendar day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the close Close of business Business on the tenth Business Day (or, if such tenth Business Day occurs before the Record Date, the Close of Business on the Record Date), or such later date as may be determined by action of the Board of Directors) Directors prior to such time as any Person becomes an Acquiring Person, after the date that a tender offer or exchange offer, or an intention to make a tender offer or exchange offer, by any Person (other than the Company, any Subsidiary of the Company, any employee stock option plan or other employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if, if upon consummation thereofthereof for the maximum number of shares that may be purchased thereunder, such Person would be the Beneficial Owner of fifteen percent (x15%) 19.9% or more (or 29.9% or more in the case of any natural Person, but not any of such natural Person's transferees, including heirs, devisees and legatees, who has filed a Schedule 13D under the Exchange Act indicating beneficial ownership of 5% or more of the Common Stock on the date hereof) of the shares of Common Stock then outstanding or (y) Voting Securities representing 19.9% or more (or 29.9% or more in the case of any natural Person, but not any of such natural Person's transferees, including heirs, devisees and legatees, who has filed a Schedule 13D under the Exchange Act indicating beneficial ownership of 5% or more of the Common Stock on the date hereof) of the Total Voting Power, or (iii) the close of business on the tenth Business Day after the Board of Directors determines, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof, that a Person is an Adverse Person (the earliest earlier of (i), ) or (ii), and (iii) being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of such the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution DateDate and upon receipt of all necessary information, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Distribution Date, Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto specified in Section 4 hereof (the "“Rights Certificates"”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereofthis Agreement, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rightsrights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the "Summary of Rights")C, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Record Date, Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) at the address of such holder shown on the records of the Company. With respect to certificates for shares of the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for shares of the Common Stock together with the Summary of Rights and the registered holders of shares of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration DateDate (as such term is defined in Section 7 hereof), the transfer of any certificates representing shares of Common Stock in respect Stock, with or without a copy of which Rights have been issued the Summary of Rights, shall also constitute the transfer of the Rights associated with such the shares of Common StockStock represented by such certificates. (c) Rights shall be issued in respect of all shares of Common Stock which that are issued (whether originally issued or from the Company's ’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Rights shall also be issued to the extent provided in Section 22 in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Distribution Date and prior to the Expiration Date. Certificates representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) shall also be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following the date hereof shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Stockholder Rights Agreement between Sovereign Bancorp▇▇▇▇▇*s, Inc. (the "“Company"”) and Harris American Stock Transfer & Trust Compan▇ ▇▇ ▇ew York Company (the "“Rights Agent"”) dated as of September December 19, 1989 2005 (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company or the Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, an Adverse Person, Person or any Affiliate or Associate thereof of an Acquiring Person (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may will become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding the foregoing, the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Rights Certificates. (a) Until the earliest of first to occur of: (i) the close of business on the tenth Business Day after the Stock Acquisition Date (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), (ii) the close of business on the tenth Business Day (or such later date as may be determined by the Board of DirectorsBoard, prior to such time as any Person has become an Acquiring Person) after the date that a tender offer or exchange offer (other than a Permitted Offer) by any Person (other than the Company, any Subsidiary of the Company, any employee stock option plan or other employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange ActAct (or any comparable or successor rule), if, if upon consummation thereof, such Person would be the Beneficial Owner of (x) 19.9% or more (or 29.9% or more in the case of any natural Person, but not any of such natural Person's transferees, including heirs, devisees and legatees, who has filed a Schedule 13D under the Exchange Act indicating beneficial ownership of 515% or more of the Common Stock on the date hereof) of the shares of Common Stock Shares then outstanding or (y) Voting Securities representing 19.9% or more (or 29.9% or more in the case of any natural Personoutstanding, but not any of such natural Person's transferees, including heirs, devisees and legatees, who has filed a Schedule 13D under the Exchange Act indicating beneficial ownership of 5% or more of the Common Stock on the date hereof) of the Total Voting Power, or or (iii) the close of business on the tenth Business Day after the Board of Directors determinesa determination, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof), that a Person is an Adverse Person Person, (the earliest first to occur of (i), (ii), and (iii) being herein referred to as the "Distribution Date"), (xA) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 33(b)) by the certificates for the Common Stock Shares registered in the names of the holders of such Common Stock thereof (which certificates for Common Stock Shares shall be deemed also to be certificates for Rights) and not by separate certificates, certificates and (yB) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer to the Company). As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights Rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(p) hereof), at the time of distribution of the Rights Right Certificates, the Company shall make and notify the Rights Agent of the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of RightsRights Agreement, in substantially the form attached hereto as Exhibit C (the "Summary of Rights")C, by first-class, postage prepaid mail, to each record holder of the Common Stock Shares as of the close of business on the Record Date, Date at the address of such holder shown on the records of the Company. With respect to certificates for shares of the Common Stock Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for shares of the Common Stock Shares and the registered holders of shares of the Common Stock Shares shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock Shares in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares Common Shares. Certificates issued after the Record Date upon the transfer of Common StockShares outstanding on the Record Date shall bear the legend set forth in Section 3(c). (c) Rights shall be issued in respect of all shares of Common Stock Shares which are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Rights shall also be issued to the extent provided in Section 22 in respect of all Common Shares which are issued after the Distribution Date and prior to the Expiration Date. Certificates representing such shares Common Shares (including, without limitation, certificates issued upon transfer or exchange of Common Stock Shares) issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall also be deemed to be certificates for the associated Rights, and shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Sovereign BancorpFargo Electronics, Inc. (the "Company") and Harris Trust Compan▇ ▇▇ ▇ew York [Norwest Bank Minnesota, N.A.] (the "Rights Agent") dated as of September 19[January , 1989 2000] (the "Rights Agreement"), and as the same may be amended from time to time, the terms of which (including restrictions on the transfer of such Rights) are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company or the Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefortherefor from such holder. Under certain circumstances circumstances, as set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, an Adverse Person, Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and any subsequent holder of such Rights, whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until ." Until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock Shares represented by such certificates for Common Shares shall be evidenced by such certificates alone and registered holders of Common Stock Shares shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with such Common Shares, whether or not containing the foregoing legend. In the event that the Company purchases or acquires and cancels any Common Shares after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock represented by such certificatesShares that are no longer outstanding.

Issue of Rights Certificates. (a) Until the earliest earlier of (i) the close Close of business Business on the tenth Business Day after the Stock Shares Acquisition Date, Date and (ii) the close Close of business Business on the tenth Business Day (or such later date as may be determined by action of the Company's Board of DirectorsDirectors upon approval by a majority of the Continuing Directors prior to such time as any Person becomes an Acquiring Person and of which the Company will give the Rights Agent prompt written notice) after the date that a tender offer or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee stock option plan or other employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person or entity organized, appointed, or established by the Company holding shares of Common Stock for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a14d-4(a) of the General Rules and Exchange Act Regulations under or any successor rule or of the Exchange Actfirst public announcement of the intention of any Person (other than the Company, ifany Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding shares of Common Stock for or pursuant to the terms of any such plan) to commence, a tender or exchange offer, if upon consummation thereof, thereof such Person would be the Beneficial Owner of (x) 19.9% or more (or 29.9% or more in the case of any natural Person, but not any of such natural Person's transferees, including heirs, devisees and legatees, who has filed a Schedule 13D under the Exchange Act indicating beneficial ownership of 515% or more of the Common Stock on the date hereof) of the shares of Company Common Stock then outstanding or (y) Voting Securities representing 19.9% or more (or 29.9% or more in the case of any natural Person, but not any of such natural Person's transferees, including heirs, devisees and legatees, who has filed a Schedule 13D under the Exchange Act indicating beneficial ownership of 5% or more of the Common Stock on the date hereof) of the Total Voting Power, or (iii) the close of business on the tenth Business Day after the Board of Directors determines, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof, that a Person is an Adverse Person (the earliest earlier of (i), ) and (ii), and (iii) above being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for the shares of Common Stock registered in the names of the holders of such Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificatesRights Certificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company)Stock. As soon as practicable after the Distribution Date, the Company will notify the Rights Agent thereof and the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage postage-prepaid mail, to each record holder of the shares of Common Stock as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificatesa Rights Certificate, in substantially the form of Exhibit B hereto (the a "Rights CertificatesCertificate"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of RightsRights to Purchase Preferred Stock, in substantially the form attached hereto as of Exhibit C hereto (the "Summary of Rights"), by first-first- class, postage postage-prepaid mail, to each record holder of the shares of Common Stock as of the close Close of business Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for shares of Common Stock and registered in the registered holders of shares of Common Stock shall also be the registered holders names of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated holders thereof together with such shares of Common Stock. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Sovereign Bancorp, Inc. (the "Company") and Harris Trust Compan▇ ▇▇ ▇ew York (the "Rights Agent") dated as of September 19, 1989 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company or the Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, an Adverse Person, or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.the

Issue of Rights Certificates. (a) Until the earliest earlier of (i) the close of business on the tenth Business Day after the Stock Shares Acquisition Date, Date or (ii) the close of business on the tenth Business Day day (or such later date as may be determined by action of the Company's Board of Directors) after the date that a tender offer or exchange offer of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee stock option plan or other employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person or entity organized, appointed, appointed or established by the Company or of any Subsidiary of the Company for or pursuant to the terms of any such plan) is first published of, or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under first public announcement of the Exchange Actintention of any Person (other than the Company, ifany Subsidiary of the Company, upon any employee benefit plan of the Company or of any Subsidiary of the Company or any Person or entity organized, appointed or established by the Company or of any Subsidiary of the Company for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five Business Days after such announcement), a tender or exchange offer the consummation thereofof which would result in any Person becoming an Acquiring Person (including, such Person would be the Beneficial Owner of (x) 19.9% or more (or 29.9% or more in the case of any natural Person, but not any of such natural Person's transferees, including heirs, devisees and legatees, who has filed a Schedule 13D under the Exchange Act indicating beneficial ownership of 5% or more of the Common Stock on the date hereof) of the shares of Common Stock then outstanding or (y) Voting Securities representing 19.9% or more (or 29.9% or more in the case of any natural Person, but not any of such natural Person's transferees, including heirs, devisees and legatees, who has filed a Schedule 13D under the Exchange Act indicating beneficial ownership of 5% or more of the Common Stock on the date hereof) of the Total Voting Power, or (iii) the close of business on the tenth Business Day after the Board of Directors determines, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof, that a Person is an Adverse Person (the earliest of both (i), ) and (ii), any such date which is after the date of this Agreement and (iii) prior to the issuance of the Rights), the earlier of such dates being herein referred to as the "Distribution DateDISTRIBUTION DATE"), (x) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for the Common Stock Shares registered in the names of the holders of such Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificatesRights Certificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer to the Company); provided, however, that if a tender offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender offer. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent by first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificatesa Rights Certificate, in substantially the form of Exhibit B hereto (the a "Rights CertificatesRIGHTS CERTIFICATE"), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following Following the Record Effective Date, the Company will send sent a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the "Summary of Rights")Rights to Purchase Preferred Shares, by first-class, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the close of business on the Record Effective Date, at the address of such holder shown on the records of the Company. Upon execution and delivery of this Agreement, or as soon as practicable thereafter, the Company shall file with the Securities and Exchange Commission the full text of this Agreement and a revised summary thereof, which revised summary shall be in substantially the form of Exhibit C hereto (the "Summary of Rights"). With respect to certificates for shares of Common Stock Shares outstanding as of the Record Effective Date, until the Distribution Date, the Rights will be evidenced by such certificates for shares of Common Stock and registered in the registered holders of shares of Common Stock shall also be the registered holders names of the associated Rightsholders thereof together with a copy of the Summary of Rights attached thereto. Until the Distribution Date (or the earlier of the Distribution Redemption Date or the Final Expiration Date), the surrender for transfer of any certificates representing shares certificate for Common Shares outstanding on the Effective Date, with or without a copy of Common Stock in respect the Summary of which Rights have been issued attached thereto, shall also constitute the transfer of the Rights associated with such shares Common Shares. As a result of the execution of the Original Agreement on July 23, 1997, each Common Share outstanding as of the Close of Business on August 4, 1997 also represents, subject to the terms and conditions of this Agreement, one Right, and subject to the terms and conditions of this Agreement, represents the right to purchase one one-thousandth of a share of Preferred Stock. (c) Rights shall be issued Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in respect the last sentence of all shares of Common Stock which are issued this paragraph (whether originally issued or from the Company's treasuryc)) after the Record Effective Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date. Certificates representing such shares of Common Stock Date shall also be deemed also to be certificates for Rights, Rights and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the an Amended and Restated Rights Agreement between Sovereign BancorpCIGNA Corporation and First Chicago Trust Company of New York, Inc. dated as of July 22, 1998 (the "Company") and Harris Trust Compan▇ ▇▇ ▇ew York (the "Rights Agent") dated as of September 19, 1989 (the "Rights AgreementRIGHTS AGREEMENT"), as amended from time to time, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the CompanyCIGNA Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company or the Rights Agent CIGNA Corporation will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, Person or an Adverse Person, or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement)) and certain related persons, whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock Shares represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rightsalone, and the surrender for transfer of any of such certificates certificate shall also constitute the transfer of the Rights associated with the Common Stock Shares represented by thereby. In the event that the Company purchases or acquires any Common Shares after the Effective Date but prior to the Distribution Date, any Rights associated with such certificatesCommon Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.

Issue of Rights Certificates. (a) Until the earliest of (i) the close of business on the tenth Business Day after the Stock Acquisition Date, (ii) the close of business on the tenth Business Day after the latest of (or such later date as may be determined by the Board of DirectorsA) after the date that a tender offer or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee stock option plan or other employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange ActAct as in effect on the date hereof, if, if upon consummation thereof, such Person would be the Beneficial Owner of (x) 19.920% or more (or 29.9% or more in the case of any natural Person, but not any of such natural Person's transferees, including heirs, devisees and legatees, who has filed a Schedule 13D under the Exchange Act indicating beneficial ownership of 5% or more of the Common Stock on the date hereof) of the shares of Common Stock then outstanding outstanding, or (yB) Voting Securities representing 19.9% the date upon which all regulatory approvals required for the acquisition of stock pursuant to the tender or more exchange offer referred to in clause (A) have been obtained or 29.9% waived, or more in (C) the case of date upon which any natural Person, but not any of such natural Person's transferees, including heirs, devisees and legatees, who has filed a Schedule 13D under the Exchange Act indicating beneficial ownership of 5% or more approval required of the Common Stock on the date hereof) security holders of the Total Voting PowerPerson publishing or sending or giving the tender or exchange offer referred to in clause (A), for the acquisition of stock pursuant to such tender or exchange offer, is obtained or waived or (iii) the close of business on the tenth Business Day after the Board of Directors of the Company determines, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof, that a Person is an Adverse Person (the earliest of (i), (ii), ) and (iii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of such the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights rights, certificates, in substantially the form of Exhibit B A hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p11(o) hereof, at the time of distribution of the Rights Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of RightsRights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit C (the "Summary of Rights")B, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for shares of the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for shares of Common Stock and the registered holders of shares of Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock.Record (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and certificates issued after the Record Date shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Sovereign Bancorp, Inc. First American Corporation (the "Company") and Harris First Chicago Trust Compan▇ ▇▇ ▇ew Company of New York (the "Rights Agent") dated as of September 19July 16, 1989 1998 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company or the Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, an Adverse Person, Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates Certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Until the earliest of (i) the close of business on the tenth Business Day after the Stock Acquisition Date, (ii) the close of business on the tenth Business Day after the latest of (or such later date as may be determined by the Board of DirectorsA) after the date that a tender offer or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee stock option plan or other employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange ActAct as in effect on the date hereof, if, if upon consummation thereof, such Person would be the Beneficial Owner of (x) 19.920% or more (or 29.9% or more in the case of any natural Person, but not any of such natural Person's transferees, including heirs, devisees and legatees, who has filed a Schedule 13D under the Exchange Act indicating beneficial ownership of 5% or more of the Common Stock on the date hereof) of the shares of Common Stock then outstanding outstanding, or (yB) Voting Securities representing 19.9% the date upon which all regulatory approvals required for the acquisition of stock pursuant to the tender or more exchange offer referred to in clause (A) have been obtained or 29.9% waived, or more in (C) the case of date upon which any natural Person, but not any of such natural Person's transferees, including heirs, devisees and legatees, who has filed a Schedule 13D under the Exchange Act indicating beneficial ownership of 5% or more approval required of the Common Stock on the date hereof) security holders of the Total Voting PowerPerson publishing or sending or giving the tender or exchange offer referred to in clause (A), for the acquisition of stock pursuant to such tender or exchange offer, is obtained or waived or (iii) the close of business on the tenth Business Day after the Board of Directors of the Company determines, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof, that a Person is an Adverse Person (the earliest of (i), (ii), ) and (iii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of such the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights rights, certificates, in substantially the form of Exhibit B A hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p11(o) hereof, at the time of distribution of the Rights Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of RightsRights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit C (the "Summary of Rights")B, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for shares of the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for shares of the Common Stock and the registered holders of shares of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and certificates issued after the Record Date shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Sovereign BancorpIMPSAT Fiber Networks, Inc. (the "Company") and Harris Trust Compan▇ ▇▇ ▇ew The Bank of New York (the "Rights Agent") dated as of September 19June [ ], 1989 2000 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company or the Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, an Adverse Person, Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Until the earliest earlier of (i) the close Close of business Business on the tenth Business Day after the Stock Shares Acquisition Date, Date and (ii) the close Close of business Business on the tenth Business Day (or such later date as may be determined by action of the Company's Board of DirectorsDirectors upon approval by a majority of the Continuing Directors prior to such time as any Person becomes an Acquiring Person and of which the Company will give the Rights Agent prompt written notice) after the date that a tender offer or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee stock option plan or other employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person or entity organized, appointed, or established by the Company holding shares of Common Stock for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a14d-4(a) of the General Rules and Exchange Act Regulations under or any successor rule or of the Exchange Actfirst public announcement of the intention of any Person (other than the Company, ifany Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding shares of Common Stock for or pursuant to the terms of any such plan) to commence, a tender or exchange offer, if upon consummation thereof, thereof such Person would be the Beneficial Owner of (x) 19.9% or more (or 29.9% or more in the case of any natural Person, but not any of such natural Person's transferees, including heirs, devisees and legatees, who has filed a Schedule 13D under the Exchange Act indicating beneficial ownership of 515% or more of the Common Stock on the date hereof) of the shares of Company Common Stock then outstanding or (y) Voting Securities representing 19.9% or more (or 29.9% or more in the case of any natural Person, but not any of such natural Person's transferees, including heirs, devisees and legatees, who has filed a Schedule 13D under the Exchange Act indicating beneficial ownership of 5% or more of the Common Stock on the date hereof) of the Total Voting Power, or (iii) the close of business on the tenth Business Day after the Board of Directors determines, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof, that a Person is an Adverse Person (the earliest earlier of (i), ) and (ii), and (iii) above being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for the shares of Common Stock registered in the names of the holders of such Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificatesRights Certificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company)Stock. As soon as practicable after the Distribution Date, the Company will notify the Rights Agent thereof and the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage postage-prepaid mail, to each record holder of the shares of Common Stock as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificatesa Rights Certificate, in substantially the form of Exhibit B hereto (the a "Rights CertificatesCertificate"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of RightsRights to Purchase Preferred Stock, in substantially the form attached hereto as of Exhibit C hereto (the "Summary of Rights"), by first-class, postage postage-prepaid mail, to each record holder of the shares of Common Stock as of the close Close of business Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Distribution Date (or the Expiration Date), the surrender for transfer of any certificate for shares of Common Stock and outstanding on the registered holders of shares of Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Record Date, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Sovereign Bancorp, Inc. (the "Company") and Harris Trust Compan▇ ▇▇ ▇ew York (the "Rights Agent") dated as of September 19, 1989 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company or the Rights Agent will mail to the holder of this certificate without a copy of the Summary of Rights Agreementattached thereto, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, an Adverse Person, or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificatesthereby. (c) Certificates for shares of Common Stock which become outstanding

Issue of Rights Certificates. (a) Until the earliest of earlier of: (i) the close Close of business Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the Close of Business on the tenth Business Day after the Stock Acquisition Date, (ii) the close of business on the tenth Business Day (or such later date as may be determined by the Board of Directors) after the date that a tender offer or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee stock option plan or other employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed, or established by the Company for or pursuant to the terms of any such planan Exempt Person) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if, if upon consummation thereof, such Person would be the Beneficial Owner of (x) 19.915% or more (or 29.9% or more in the case of any natural Person, but not any of such natural Person's transferees, including heirs, devisees and legatees, who has filed a Schedule 13D under the Exchange Act indicating beneficial ownership of 5% or more of the Common Stock on the date hereof) of the shares of Common Stock then outstanding or (y) Voting Securities representing 19.9% or more (or 29.9% or more in the case of any natural Person, but not any of such natural Person's transferees, including heirs, devisees and legatees, who has filed a Schedule 13D under the Exchange Act indicating beneficial ownership of 5% or more of the Common Stock on the date hereof) of the Total Voting Power, or (iii) the close of business on the tenth Business Day after the Board of Directors determines, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof, that a Person is an Adverse Person (the earliest of (i), ) and (ii), and (iii) being herein referred to as the "Distribution Date"), , (xA) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of such the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and and (yB) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). A majority of the Continuing Directors or, if there are then no Continuing Directors, a majority of the Board of Directors of the Company may defer the date set forth in clause (ii) of the preceding sentence to a specified later date or to an unspecified later date to be determined by a subsequent action or event. As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit B A hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p11(f) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C B (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for shares of the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for shares of the Common Stock and the registered holders of shares of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration DateDate (as such term is defined in Section 1(o) hereof), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Sovereign BancorpPEDIATRIC SERVICES OF AMERICA, Inc. INC. (the "Company") and Harris Trust Compan▇ ▇▇ ▇ew York ChaseMellon Shareholder Services, LLC (the "Rights Agent") dated as of September 1922, 1989 1998 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company or the Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, an Adverse Person, or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of of: (i) the Distribution Date or or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Until the earliest earlier of (i) the close Close of business Business on the tenth Business Day day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) involving an Acquiring Person that has become such in a transaction as to which a Requisite Majority has not made the determination specified in SECTION 11(a)(ii)(B); (ii) the close Close of business Business on the tenth Business Day (or such later date as may be determined by the Board of Directorsdetermines) after the date that a tender offer or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee stock option plan or other employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed, or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if, if upon consummation thereof, such Person would be the Beneficial Owner of (x) 19.915% or more (or 29.9% or more in the case of any natural Person, but not any of such natural Person's transferees, including heirs, devisees and legatees, who has filed a Schedule 13D under the Exchange Act indicating beneficial ownership of 5% or more of the Common Stock on the date hereof) of the shares of Common Stock then outstanding or (y) Voting Securities representing 19.9% or more (or 29.9% or more in the case of any natural Person, but not any of such natural Person's transferees, including heirs, devisees and legatees, who has filed a Schedule 13D under the Exchange Act indicating beneficial ownership of 5% or more of the Common Stock on the date hereof) of the Total Voting Power, outstanding; or (iii) the close Close of business Business on the tenth Business Day after the Board of Directors determines, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof, that a Person is has become an Adverse Person (the earliest earlier of the times referred to in CLAUSES (i), (ii), and (iii) being herein referred to as the "Distribution DateDISTRIBUTION DATE"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3SECTION 3(b)) by the certificates for the Common Stock registered in the names of the holders of such the Common Stock (which certificates for Common Stock shall will be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit EXHIBIT B hereto (the "Rights CertificatesRIGHTS CERTIFICATES"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided hereinin this Agreement. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section SECTION 11(p) hereof), at the time of distribution of the Rights Certificates, the Company shall will make the necessary and appropriate rounding adjustments (in accordance with Section SECTION 14(a) hereof)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the "Summary of Rights")EXHIBIT C, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for shares of the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for shares of the Common Stock and the registered holders of shares of the Common Stock shall will also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration DateDate (as defined in SECTION 7), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall will also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights shall will be issued in respect of all shares of Common Stock which that are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock shall will also be deemed to be certificates for Rights, and shall will bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Sovereign Bancorp, Inc. (the "Company") and Harris Trust Compan▇ ▇▇ ▇ew York (the "Rights Agent") dated as of September 19, 1989 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company or the Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, an Adverse Person, or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall will be evidenced by such certificates alone and registered holders of Common Stock shall will also be the registered holders of the associated Rights, and the transfer of any of such certificates shall will also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Until the earliest earlier of (i) the close Close of business Business on the tenth Business Day day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) involving an Acquiring Person that has become such in a transaction as to which a Requisite Majority has not made the determination specified in SECTION 11(a)(ii)(B); (ii) the close Close of business Business on the tenth Business Day (or such later date as may be determined by the Board of Directorsdetermines) after the date that a tender offer or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee stock option plan or other employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed, or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if, if upon consummation thereof, such Person would be the Beneficial Owner of (x) 19.920% or more (or 29.9% or more in the case of any natural Person, but not any of such natural Person's transferees, including heirs, devisees and legatees, who has filed a Schedule 13D under the Exchange Act indicating beneficial ownership of 5% or more of the Common Stock on the date hereof) of the shares of Common Stock then outstanding or (y) Voting Securities representing 19.9% or more (or 29.9% or more in the case of any natural Person, but not any of such natural Person's transferees, including heirs, devisees and legatees, who has filed a Schedule 13D under the Exchange Act indicating beneficial ownership of 5% or more of the Common Stock on the date hereof) of the Total Voting Power, outstanding; or (iii) the close Close of business Business on the tenth Business Day after the Board of Directors determines, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof, that a Person is has become an Adverse Person (the earliest earlier of the times referred to in CLAUSES (i), (ii), and (iii) being herein referred to as the "Distribution DateDISTRIBUTION DATE"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3SECTION 3(b)) by the certificates for the Common Stock registered in the names of the holders of such the Common Stock (which certificates for Common Stock shall will be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificatesRights Certificates, in substantially the form of Exhibit EXHIBIT B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided hereinin this Agreement. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section SECTION 11(p) hereof), at the time of distribution of the Rights Certificates, the Company shall will make the necessary and appropriate rounding adjustments (in accordance with Section SECTION 14(a) hereof)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the "Summary of Rights")EXHIBIT C, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for shares of the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for shares of the Common Stock and the registered holders of shares of the Common Stock shall will also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration DateDate (as defined in SECTION 7), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall will also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights shall will be issued in respect of all shares of Common Stock which that are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock shall will also be deemed to be certificates for RightsRights and, and shall as soon as practicable after the Record Date, the Company will cause all newly issued certificates representing its Common Stock to bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Sovereign Bancorp, Inc. THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN MIKOHN GAMING CORPORATION (the THE "CompanyCOMPANY") and Harris Trust Compan▇ ▇▇ ▇ew York AND U.S. STOCK TRANSFER CORPORATION (the THE "Rights AgentRIGHTS AGENT") dated as of September 19DATED AS OF JUNE 14, 1989 1999 (the AS AMENDED FROM TIME TO TIME, THE "Rights AgreementRIGHTS AGREEMENT"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the CompanyTHE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. Under certain circumstancesUNDER CERTAIN CIRCUMSTANCES, as set forth in the Rights AgreementAS SET FORTH IN THE RIGHTS AGREEMENT, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificateSUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. The Company or the Rights Agent will mail to the holder of this certificate a copy of the Rights AgreementTHE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, as in effect on the date of mailingAS IN EFFECT ON THE DATE OF MAILING, without charge promptly after receipt of a written request thereforWITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. Under certain circumstances set forth in the Rights AgreementUNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, Rights issued toRIGHTS BENEFICIALLY OWNED BY ANY PERSON WHO IS, or held byWAS, any Person who is, was or becomes an Acquiring Person, an Adverse Person, or any Affiliate or Associate thereof OR BECOMES AN ACQUIRING PERSON OR AN ADVERSE PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON OR AN ADVERSE PERSON (as such terms are defined in the Rights AgreementAS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), whether currently held by or on behalf of such Person or by any subsequent holderWHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, may become null and voidMAY BECOME NULL AND VOID. With respect to such stock certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall will be evidenced by such certificates alone and alone, registered holders of Common Stock shall will also be the registered holders of the associated Rights, and the transfer of any of such certificates shall will also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Until the earliest earlier of (i) the close Close of business Business on the tenth Business Day calendar day after the Stock Acquisition Date (or, if the tenth calendar day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the close Close of business Business on the tenth Business Day (or, if such tenth Business Day occurs before the Record Date, the Close of Business on the Record Date), or such later date as may be determined by action of the Board of Directors) Directors prior to such time as any Person becomes an Acquiring Person, after the date that a tender offer or exchange offer, or an intention to make a tender offer or exchange offer, by any Person (other than the Company, any Subsidiary of the Company, any employee stock option plan or other employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if, if upon consummation thereofthereof for the maximum number of shares that may be purchased thereunder, such Person would be the Beneficial Owner of fifteen percent (x15%) 19.9% or more (or 29.9% or more in the case of any natural Person, but not any of such natural Person's transferees, including heirs, devisees and legatees, who has filed a Schedule 13D under the Exchange Act indicating beneficial ownership of 5% or more of the Common Stock on the date hereof) of the shares of Common Stock then outstanding or (y) Voting Securities representing 19.9% or more (or 29.9% or more in the case of any natural Person, but not any of such natural Person's transferees, including heirs, devisees and legatees, who has filed a Schedule 13D under the Exchange Act indicating beneficial ownership of 5% or more of the Common Stock on the date hereof) of the Total Voting Power, or (iii) the close of business on the tenth Business Day after the Board of Directors determines, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof, that a Person is an Adverse Person (the earliest earlier of (i), ) or (ii), and (iii) being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of such the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution DateDate and upon receipt of all necessary information, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Distribution Date, Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto specified in Section 4 hereof (the "“Rights Certificates"”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereofthis Agreement, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rightsrights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the "Summary of Rights")C, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Record Date, Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) at the address of such holder shown on the records of the Company. With respect to certificates for shares of the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for shares of the Common Stock together with the Summary of Rights and the registered holders of shares of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration DateDate (as such term is defined in Section 7 hereof), the transfer of any certificates representing shares of Common Stock in respect Stock, with or without a copy of which Rights have been issued the Summary of Rights, shall also constitute the transfer of the Rights associated with such the shares of Common StockStock represented by such certificates. (c) Rights shall be issued in respect of all shares of Common Stock which that are issued (whether originally issued or from the Company's ’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Rights shall also be issued to the extent provided in Section 22 in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Distribution Date and prior to the Expiration Date. Certificates representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) shall also be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following the date hereof shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Stockholder Rights Agreement between Sovereign Bancorp▇▇▇▇▇*s, Inc. (the "“Company"”) and Harris American Stock Transfer & Trust Compan▇ ▇▇ ▇ew York Company (the "“Rights Agent"”) dated as of September 19, 1989 2005 (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company or the Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, an Adverse Person, Person or any Affiliate or Associate thereof of an Acquiring Person (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may will become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding the foregoing, the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Rights Certificates. (a) Until the earliest earlier of (i) the close of business on the tenth Business Day after the Stock Shares Acquisition Date, Date or (ii) the close of business on the tenth Business Day day (or such later date as may be determined by action of the Company's Board of Directors) after the date that a tender offer or exchange offer of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee stock option plan or other employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person or entity organized, appointed, appointed or established by the Company or of any Subsidiary of the Company for or pursuant to the terms of any such plan) is first published of, or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under first public announcement of the Exchange Actintention of any Person (other than the Company, ifany Subsidiary of the Company, upon any employee benefit plan of the Company or of any Subsidiary of the Company or any Person or entity organized, appointed or established by the Company or of any Subsidiary of the Company for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five Business Days after such announcement), a tender or exchange offer the consummation thereofof which would result in any Person becoming an Acquiring Person (including, such Person would be the Beneficial Owner of (x) 19.9% or more (or 29.9% or more in the case of any natural Person, but not any of such natural Person's transferees, including heirs, devisees and legatees, who has filed a Schedule 13D under the Exchange Act indicating beneficial ownership of 5% or more of the Common Stock on the date hereof) of the shares of Common Stock then outstanding or (y) Voting Securities representing 19.9% or more (or 29.9% or more in the case of any natural Person, but not any of such natural Person's transferees, including heirs, devisees and legatees, who has filed a Schedule 13D under the Exchange Act indicating beneficial ownership of 5% or more of the Common Stock on the date hereof) of the Total Voting Power, or (iii) the close of business on the tenth Business Day after the Board of Directors determines, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof, that a Person is an Adverse Person (the earliest of both (i), ) and (ii), any such date which is after the date of this Agreement and (iii) prior to the issuance of the Rights), the earlier of such dates being herein referred to as the "Distribution DateDISTRIBUTION DATE"), (x) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for the Common Stock Shares registered in the names of the holders of such Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificatesRights Certificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer to the Company). As soon as practicable after the Distribution Date; provided, the Rights Agent will send by first-classhowever, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash if a tender offer is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for shares of Common Stock and the registered holders of shares of Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company's treasury) after the Record Date but terminated prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Sovereign Bancorp, Inc. (the "Company") and Harris Trust Compan▇ ▇▇ ▇ew York (the "Rights Agent") dated as of September 19, 1989 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company or the Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, an Adverse Person, or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.occurrence

Issue of Rights Certificates. (a) Until the earliest of first to occur of: (i) the close of business on the tenth Business Day after the Stock Acquisition Date (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), (ii) the close of business on the tenth Business Day (or such later date as may be determined by the Board of DirectorsBoard, prior to such time as any Person has become an Acquiring Person) after the date that a tender offer or exchange offer (other than a Permitted Offer) by any Person (other than the Company, any Subsidiary of the Company, any employee stock option plan or other employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange ActAct (or any comparable or successor rule), if, if upon consummation thereof, such Person would be the Beneficial Owner of (x) 19.9% or more (or 29.9% or more in the case of any natural Person, but not any of such natural Person's transferees, including heirs, devisees and legatees, who has filed a Schedule 13D under the Exchange Act indicating beneficial ownership of 515% or more of the Common Stock on the date hereof) of the shares of Common Stock Shares then outstanding or (y) Voting Securities representing 19.9% or more (or 29.9% or more in the case of any natural Personoutstanding, but not any of such natural Person's transferees, including heirs, devisees and legatees, who has filed a Schedule 13D under the Exchange Act indicating beneficial ownership of 5% or more of the Common Stock on the date hereof) of the Total Voting Power, or or (iii) the close of business on the tenth Business Day after the Board of Directors determinesa determination, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof), that a Person is an Adverse Person Person, (the earliest first to occur of (i), (ii), and (iii) being herein referred to as the "Distribution Date"), (xA) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 33(b)) by the certificates for the Common Stock Shares registered in the names of the holders of such Common Stock thereof (which certificates for Common Stock Shares shall be deemed also to be certificates for Rights) and not by separate certificates, certificates and (yB) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer to the Company). As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights Rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(p) hereof), at the time of distribution of the Rights Right Certificates, the Company shall make and notify the Rights Agent of the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of RightsRights Agreement, in substantially the form attached hereto as Exhibit C (the "Summary of Rights")C, by first-class, postage prepaid mail, to each record holder of the Common Stock Shares as of the close of business on the Record Date, Date at the address of such holder shown on the records of the Company. With respect to certificates for shares of the Common Stock Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for shares of the Common Stock Shares and the registered holders of shares of the Common Stock Shares shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock Shares in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares Common Shares. Certificates issued after the Record Date upon the transfer of Common StockShares outstanding on the Record Date shall bear the legend set forth in Section 3(c). (c) Rights shall be issued in respect of all shares of Common Stock Shares which are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Rights shall also be issued to the extent provided in Section 22 in respect of all Common Shares which are issued after the Distribution Date and prior to the Expiration Date. Certificates representing such shares Common Shares (including, without limitation, certificates issued upon transfer or exchange of Common Stock Shares) issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall also be deemed to be certificates for the associated Rights, and shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Sovereign BancorpFargo Electronics, Inc. (the "Company") and Harris Trust Compan▇ ▇▇ ▇ew York Norwest Bank Minnesota, N.A. (the "Rights Agent") dated as of September 19February 9, 1989 2000 (the "Rights Agreement"), and as the same may be amended from time to time, the terms of which (including restrictions on the transfer of such Rights) are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company or the Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefortherefor from such holder. Under certain circumstances circumstances, as set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, an Adverse Person, Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and any subsequent holder of such Rights, whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until ." Until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock Shares represented by such certificates for Common Shares shall be evidenced by such certificates alone and registered holders of Common Stock Shares shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with such Common Shares, whether or not containing the foregoing legend. In the event that the Company purchases or acquires and cancels any Common Shares after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock represented by such certificatesShares that are no longer outstanding.

Issue of Rights Certificates. (a) Until the earliest earlier of (i) the close Close of business Business on the tenth Business Day day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) involving an Acquiring Person that has become such in a transaction as to which a Requisite Majority has not made the determination specified in SECTION 11(a)(ii)(B); (ii) the close Close of business Business on the tenth Business Day (or such later date as may be determined by the Board of Directorsdetermines) after the date that a tender offer or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee stock option plan or other employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed, or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if, if upon consummation thereof, such Person would be the Beneficial Owner of (x) 19.915% or more (or 29.9% or more in the case of any natural Person, but not any of such natural Person's transferees, including heirs, devisees and legatees, who has filed a Schedule 13D under the Exchange Act indicating beneficial ownership of 5% or more of the Common Stock on the date hereof) of the shares of Common Stock then outstanding or (y) Voting Securities representing 19.9% or more (or 29.9% or more in the case of any natural Person, but not any of such natural Person's transferees, including heirs, devisees and legatees, who has filed a Schedule 13D under the Exchange Act indicating beneficial ownership of 5% or more of the Common Stock on the date hereof) of the Total Voting Power, outstanding; or (iii) the close Close of business Business on the tenth Business Day after the Board of Directors determines, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof, that a Person is has become an Adverse Person (the earliest earlier of the times referred to in CLAUSES (i), (ii), and (iii) being herein referred to as the "Distribution DateDISTRIBUTION DATE"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3SECTION 3(b)) by the certificates for the Common Stock registered in the names of the holders of such the Common Stock (which certificates for Common Stock shall will be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit EXHIBIT B hereto (the "Rights CertificatesRIGHTS CERTIFICATES"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided hereinin this Agreement. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section SECTION 11(p) hereof), at the time of distribution of the Rights Certificates, the Company shall will make the necessary and appropriate rounding adjustments (in accordance with Section SECTION 14(a) hereof)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the "Summary of Rights")EXHIBIT C, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for shares of the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for shares of the Common Stock and the registered holders of shares of the Common Stock shall will also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration DateDate (as defined in SECTION 7), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall will also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights shall will be issued in respect of all shares of Common Stock which that are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock shall will also be deemed to be certificates for Rights, and shall will bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Sovereign Bancorp, Inc. THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN ANCHOR GAMING (the THE "CompanyCOMPANY") and Harris Trust Compan▇ ▇▇ ▇ew York AND THE CHASE MANHATTAN BANK (the THE "Rights AgentRIGHTS AGENT") dated as of September 19DATED AS OF OCTOBER 17, 1989 1997 (the AS AMENDED FROM TIME TO TIME, THE "Rights AgreementRIGHTS AGREEMENT"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the CompanyTHE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. Under certain circumstancesUNDER CERTAIN CIRCUMSTANCES, as set forth in the Rights AgreementAS SET FORTH IN THE RIGHTS AGREEMENT, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificateSUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. The Company or the Rights Agent will mail to the holder of this certificate a copy of the Rights AgreementTHE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, as in effect on the date of mailingAS IN EFFECT ON THE DATE OF MAILING, without charge promptly after receipt of a written request thereforWITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST. Under certain circumstances set forth in the Rights AgreementUNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, Rights issued toRIGHTS BENEFICIALLY OWNED BY ANY PERSON WHO IS, or held byWAS, any Person who is, was or becomes an Acquiring Person, an Adverse Person, or any Affiliate or Associate thereof OR BECOMES AN ACQUIRING PERSON OR AN ADVERSE PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON OR AN ADVERSE PERSON (as such terms are defined in the Rights AgreementAS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), whether currently held by or on behalf of such Person or by any subsequent holderWHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, may become null and voidMAY BECOME NULL AND VOID. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall will be evidenced by such certificates alone and registered holders of Common Stock shall will also be the registered holders of the associated Rights, and the transfer of any of such certificates shall will also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.