exv4w3



 






EXHIBIT 4.3




FORM OF CERTIFICATE FOR COMMON STOCK




[Front of Certificate]




	 	 	 
	COMMON STOCK

	 	COMMON STOCK     
	

	 	WITHOUT PAR VALUE
	

	 	 






			
	Number                     
	 	Shares                     






THIS CERTIFICATE IS TRANSFERABLE IN

RIDGEFIELD PARK, N.J. AND NEW YORK, N.Y.



	 	 	 
	ORGANIZED UNDER THE LAWS OF THE

	 	CUSIP 845905 10 8
	COMMONWEALTH OF PENNSYLVANIA

	 	SEE REVERSE FOR
	

	 	CERTAIN DEFINITIONS






Sovereign Bancorp, Inc.




THIS CERTIFIES THAT        
                  
               
IS THE OWNER OF                
                         




FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF



Sovereign Bancorp, Inc. transferable on the books of the
Corporation by the holder hereof, in person or by duly
authorized attorney upon surrender of this Certificate properly
endorsed. This Certificate is not valid unless countersigned
and registered by the Transfer Agent and Registrar. Witness the
facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.




Dated: ____________




COUNTERSIGNED AND REGISTERED:


     MELLON
INVESTOR SERVICES LLC



TRANSFER AGENT

AND REGISTRAR




BY




	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
	 	 	 	CHAIRMAN






	 	 	 	 	 
	 	 	 	 	 
	AUTHORIZED OFFICER
	 	SECRETARY
	 	PRESIDENT






[Corporate Seal]




[Back of Certificate]




Sovereign

Bancorp, Inc.



     The Corporation will furnish to any stockholder, upon
request and without charge, a full or summary statement of the
designations, preferences, limitations and relative rights of
the shares of each class authorized to be issued, the variations
in the relative rights and preferences between shares of each
series of preferred or special class of shares so far as the
same have been fixed and determined, and the authority of the
Board of Directors of the Corporation to fix and determine the
relative rights and preferences of subsequent series of such
preferred or special classes.



     The following abbreviations, when used in the inscription
on the face of this certificate, shall be construed as though
they were written out in full according to applicable laws or
regulations:




 









 









	 	 	 
	TEN COM ___as tenants in common
	 	UNIF GIFT MIN ACT —
______ Custodian ______

	TEN ENT ___as tenants by the
	 	               
                           (Cust)   
                 (Minor)
	        
                 entireties
	 	under Uniform Gifts to Minors
	JT TEN      ___as joint tenants

                         with right of

                         survivorship and

                         not as tenants

                         in common

	 	Act                                        

               (State)






Additional abbreviations may also be used though
not in the above list.


For Value Received,                      hereby sell, assign and transfer unto




PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE



  














(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS,



INCLUDING ZIP CODE, OF ASSIGNEE)















shares of the common stock represented by the within Certificate, and
do hereby irrevocably constitute and appoint                      Attorney,
to transfer the said stock on the books of the within named
Corporation with full power of substitution in the premises.




Dated:________________________________




SIGNATURE(S) GUARANTEED




By____________________________________




THE SIGNATURE(S) SHOULD BE

GUARANTEED BY AN ELIGIBLE

GUARANTOR INSTITUTION, (Banks,

Stockbrokers, Savings and Loan

Associations and Credit Unions) WITH

MEMBERSHIP IN AN APPROVED SIGNATURE

GUARANTEE MEDALLION PROGRAM PURSUANT

TO S.E.C. RULE 17Ad-15.




		
	NOTICE: 	THE SIGNATURE TO THIS

ASSIGNMENT MUST CORRESPOND WITH

THE NAME AS WRITTEN UPON THE FACE

OF THE CERTIFICATE IN EVERY

PARTICULAR, WITHOUT ALTERATION

OR ENLARGEMENT OR ANY CHANGE

WHATEVER.




Sovereign Bancorp, Inc. is listed on the New York Stock Exchange (NYSE).



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 Mellon Investor
Services LLC, as successor to The Chase Manhattan Bank,
successor to Chemical Bank (the “Rights Agent”) dated as of
September 19, 1989 as amended (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, 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.