exv10w45






Exhibit 10.45









February 3, 2009




Roy Lever

c/o Sovereign Bancorp, Inc.




          Re:      Agreement and General Release 




Dear Roy:




          This Agreement and General Release (“Agreement and Release”) confirms our discussions
regarding your employment with Sovereign Bancorp, Inc. (and/or its related entities, defined as
“Sovereign”).




          In consideration for your signing and returning (and not revoking) this Agreement and
Release, Sovereign will provide you with the following benefits to which you are not otherwise
entitled:





	 	(i)	 	$1,305,948 which represents an amount approximately equal to
the change in control or termination benefits set forth in your prior
employment agreement and/or change in control agreement with Sovereign (less
applicable deductions and withholdings). Sovereign will provide this payment
to you notwithstanding that you have chosen not to resign for Good Reason; and
	 
	 	(ii)	 	an employment agreement as attached hereto as Exhibit A.





          In order to be eligible to receive the payment and other benefits described above to which you
are not otherwise entitled, you are required to agree to the terms contained in this Agreement and
Release, including the General Release provisions set forth below, indicate your agreement by
signing and returning this Agreement and Release, and not revoke this Agreement and Release as
provided below.




          In consideration for receiving the change in control or termination benefits amount described
above without your having to resign for Good Reason and for the offer of the





 









 







employment agreement, you hereby agree to release Sovereign and any and all of Sovereign’s
predecessors, successors, assigns, subsidiaries, parents, branches, divisions, affiliates, related
entities and present and former officers, directors, employees and agents (of either Sovereign or
any and all of Sovereign’s predecessors, successors, assigns, subsidiaries, parents, branches,
divisions, affiliates and related entities) (including, but not limited to, Banco Santander, S.A.
and its parents, subsidiaries, affiliates or related entities) (collectively “Sovereign Entities &
Officials”), individually and in their official capacities, of and from all causes of action,
claims, damages, judgments or agreements of any kind including, but not limited to, all matters
arising out of your employment with Sovereign (or its parents, subsidiaries, affiliates or related
entities), and of and from any change in control or termination provisions. This release includes,
but is not limited to, any and all alleged claims based on Title VII of the Civil Rights Act of
1964, the Civil Rights Act of 1866, the Age Discrimination in Employment Act (including the Older
Workers Benefit Protection Act), the Americans with Disabilities Act, the New York State and New
York City Human Rights Laws, the New York Labor Law, the Pennsylvania Human Relations Act, the
Pennsylvania Wage Payment and Collection Law, the Massachusetts Fair Employment Practices Act, the
Massachusetts Age Discrimination Law, the Massachusetts Equal Rights Act, the Employee Retirement
Income Security Act of 1974, the Family and Medical Leave Act of 1993, the Worker Adjustment and
Retraining Notification Act, or any common law, public policy, contract (whether oral or written,
express or implied) or tort law, or any other local, state, federal or foreign law, regulation,
ordinance or rule having any bearing whatsoever on the terms and conditions of your employment and
the cessation thereof. By signing this Agreement and Release, you are providing a complete waiver
of all claims that may have arisen, whether known or unknown, up until the time that this
Agreement and Release is executed by you. Notwithstanding the foregoing, this release is not
intended to release any rights to indemnification, if any, pursuant to Sovereign policy or
applicable law.




          You acknowledge and agree that any employment agreement, offer letter and/or any agreement
regarding change in control or termination benefits, previously entered into between you and
Sovereign are immediately null and void.




          In addition, you will keep in confidence and will not, except as specifically authorized in
writing by Sovereign or as otherwise required by law, disclose to any third party or use for the
benefit of yourself or any third party any confidential or proprietary information about Sovereign
(or its parents, subsidiaries, affiliates or related entities) which you acquired, developed or
created by reason of your employment, except for information that is or becomes public other than
through your breach of this paragraph.




          You agree that you will cooperate with Sovereign (or its parents, subsidiaries, affiliates or
related entities) and its legal counsel in connection with any current or future investigation or
litigation relating to any matter with which you were involved or of which you have knowledge or
which occurred during your employment. Such assistance will include, but not be limited to,
depositions and testimony and will continue until such matters are resolved. Sovereign will provide
you with reasonable notice whenever possible of the need for your cooperation.




-2-









 








          If you breach this Agreement and Release, in addition to any other remedies available,
Sovereign will seek restitution and/or offset of any payments or benefits provided to the extent
permitted by law.




          This Agreement and Release does not affect your entitlement to previously accrued or vested
benefits to which you may be entitled under any Sovereign savings and/or pension plans. Your
rights to benefits under any Sovereign savings and/or pension plan will be determined by law and
in accordance with the terms of the specific plan.




          Since your execution of this Agreement and Release releases Sovereign and any Sovereign
Entities & Officials from all claims you may have, you should review this carefully before signing
it. You can take at least twenty-one (21) days from your receipt of this Agreement and Release to
consider its meaning and effect and to determine whether you wish to enter into it. During that
time, you are advised to consult with anyone of your choosing, including an attorney, prior to
executing this Agreement and Release. Any modifications to this Agreement and Release (and the
attached Exhibit A), whether material or immaterial, will not restart the twenty-one (21) day
period.




          Once you have signed this Agreement and Release, you may choose to revoke your execution
within seven (7) days. Any revocation of this Agreement and Release must be in writing and
personally delivered to Thomas J. McAuliffe, Sovereign Bancorp, Inc., 75 State Street, Boston,
Massachusetts 02109, or if mailed, postmarked within seven (7) days of the date upon which it was
signed by you.




          TO RECEIVE THE PAYMENT AND OTHER BENEFITS DESCRIBED ABOVE, YOU MUST SIGN (AND HAVE NOTARIZED)
AND RETURN THE AGREEMENT AND RELEASE NO LATER THAN FEBRUARY 27, 2009, AND DELIVER THE ATTACHED
LETTER INDICATING THAT YOU HAVE NOT REVOKED YOUR AGREEMENT SEVEN (7) DAYS AFTER THE DATE YOU SIGN
THIS AGREEMENT AND RELEASE. YOU MUST ALSO SIGN AND RETURN THE EMPLOYMENT AGREEMENT ATTACHED HERETO
AS EXHIBIT A NO LATER THAN FEBRUARY 27, 2009. This Agreement and Release should be returned to
Thomas J. McAuliffe, Sovereign Bancorp, Inc., 75 State Street, Boston, Massachusetts 02109.
Sovereign will not make any payments or provide any other benefits pursuant to this Agreement and
Release until after the seven (7) day period expires and Sovereign receives the attached letter
indicating that you have not revoked your agreement.




          If any portion of this Agreement and Release is found to be unenforceable but such portion
would be enforceable if some part thereof were deleted or modified, then such portion will apply
with such deletion or modification as is necessary to make it enforceable to the fullest extent
permitted by law. If any such portion cannot be modified to be enforceable, such portion will be
deemed severed from this Agreement and Release and will not affect the validity or enforceability
of the remainder of this Agreement and Release.




          This Agreement and Release will be null and void if you do not sign and return the employment
agreement attached hereto as Exhibit A within the applicable time period.




-3-









 








          This Agreement and Release (including Exhibit A) contains the entire understanding of the
parties relating to the subject matter hereof. You acknowledge that no representations, oral or
written, have been made other than those expressly set forth herein, and that you have not relied
on any other representations in executing this Agreement and Release. This Agreement and Release
may be modified only in a document signed by the parties and referring specifically hereto.




          If you have any questions, please contact Tom Stypulkoski at (610) 526-6340.




Sincerely yours,




Sovereign Bancorp, Inc.









Thomas J. McAuliffe

Executive Vice President and

Managing Director of Human Resources




-4-









 





ACKNOWLEDGEMENT




          I AGREE TO THE TERMS AND CONDITIONS SPECIFIED IN THIS AGREEMENT AND RELEASE AND I INTEND TO
WAIVE AND RELEASE ALL CLAIMS THAT I MAY HAVE AGAINST SOVEREIGN AND ANY SOVEREIGN ENTITIES &
OFFICIALS. I UNDERSTAND THAT THIS WAIVER AND RELEASE CREATES A TOTAL AND UNLIMITED RELEASE OF ALL
CLAIMS, WHETHER KNOWN OR UNKNOWN, EXISTING AS OF THIS DATE THAT I MAY HAVE AGAINST SOVEREIGN AND
ANY SOVEREIGN ENTITIES & OFFICIALS.




          I HAVE HAD AMPLE TIME TO REVIEW THIS AGREEMENT AND TO CONSIDER MY GENERAL RELEASE OF ALL
CLAIMS AS SET FORTH IN THIS AGREEMENT AND RELEASE. I AM SIGNING THIS AGREEMENT AND RELEASE
KNOWINGLY, VOLUNTARILY AND WITH FULL UNDERSTANDING OF ITS TERMS AND EFFECTS. I UNDERSTAND THAT I
CAN TAKE AT LEAST TWENTY-ONE (21) DAYS FROM RECEIPT OF THIS AGREEMENT AND RELEASE TO DETERMINE
WHETHER I WISH TO SIGN IT, THAT I HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY PRIOR TO SIGNING
IT, AND THAT I HAVE SEVEN (7) DAYS FROM THE DATE I SIGN THIS AGREEMENT AND RELEASE TO REVOKE IT.




          I ACKNOWLEDGE THAT I HAVE NOT RELIED ON ANY REPRESENTATIONS OR STATEMENTS NOT SET FORTH
HEREIN. I WILL NOT DISCLOSE THIS AGREEMENT AND RELEASE TO ANYONE EXCEPT TO MY IMMEDIATE FAMILY AND
ANY TAX, LEGAL OR OTHER COUNSEL THAT I HAVE CONSULTED REGARDING THE MEANING OR EFFECT OF THIS
AGREEMENT, EXCEPT AS OTHERWISE REQUIRED BY LAW.




          In witness hereof, I have executed this Agreement and General Release this 9th day of February, 2009.




	 	 	 	 	 
	/s/ Roy Lever
	 	 	 	 
	 

Roy Lever

	 	 	 	 
	 
	STATE OF MASSACHUSETTS )
	 	 	 	 
	:   

	 	ss.:	 	 
	COUNTY
OF SUFFOLK
             )
	 	 	 	 






          On this 9th day of February, 2009, before me, a
Notary Public of the State of Massachusetts, personally appeared ROY LEVER, to me
known and known to me to be the person described and who executed the foregoing Agreement
and General Release and did then and there acknowledge to me that s/he voluntarily executed the
same.








	 	 	 	 	 
	 

	 	/s/ [ILLEGIBLE]	 	 
	 

	 	 

Notary Public
	 	 
	 

	 	Commission Expires July 30, 2010	 	 






YOU MUST RETURN THE ENTIRE AGREEMENT AND GENERAL RELEASE

(INCLUDING THIS ACKNOWLEDGMENT PAGE).




-5-









 






	 	 	 
	 

	 	2/9, 2009






Thomas J. McAuliffe

Executive Vice President and

Managing Director of Human Resources

Sovereign Bancorp, Inc.

75 State Street

Boston, Massachusetts 02109




          Re:      Agreement and General Release




Dear Tom:




          On 2/16, 2009, I executed a Agreement and General Release
between Sovereign Bancorp, Inc. and me. I was advised in writing to consult with an attorney of my
choosing prior to signing the Agreement and General Release.




          At least seven (7) days have elapsed since I executed the above-mentioned Agreement and
General Release, and I have not revoked my acceptance or execution thereof. I hereby request
payment of the monies and other benefits described in that Agreement and General Release.




	 	 	 	 	 
	 	

Very truly yours,

 	 
	 	/s/ Roy Lever
 	 
	 	Roy Lever 	 
	 	 	 
	 




 












 






	 	 	 	 	 








EXHIBIT A




February 3,2009




Roy Lever

c/o Sovereign Bancorp, Inc.




Dear Roy:





     It is with great pleasure that we extend an offer setting forth the
following terms for your continued employment with Sovereign Bancorp, Inc.
(and/or its related entities, defined as “Sovereign”):



	 	 	 
	Title/Function:

	 	Network Head for Retail and Small Businesses, initially reporting to Gabriel Jaramillo, President
& Chief Executive Officer. Notwithstanding the foregoing, during your employment with Sovereign,
Sovereign reserves the right, in its sole discretion, to modify your title, function,
responsibilities and reporting relationships. You agree to use your best efforts, skill and
ability to perform your duties and responsibilities, and to devote all of your business time and
energy to the performance of your duties and responsibilities hereunder.
	 
	 	 
	Work Location:

	 	Your initial work location will be at the offices of Sovereign located in Boston, Massachusetts.
You will be required, however, to travel to other locations based on business necessity.
	 
	 	 
	Compensation:

	 	For calendar year 2009 (“2009”), your salary will be paid at the rate of $350,000 per annum (less
applicable deductions and withholdings), payable in accordance with Sovereign’s regular payroll
practices.
	 
	 	 
	 

	 	In addition, for 2009, you will be eligible to receive a discretionary bonus, payable in accordance
with Sovereign policy with respect to the payment of bonuses (as amended from time to time). The
amount of the discretionary bonus, if any, will be determined by Sovereign in its sole discretion
based on, among other things, your performance and the performance of Sovereign. Your discretionary
bonus for 2009 will be in a target amount of $300,000 (“Discretionary Target Bonus”).
Notwithstanding the foregoing, all bonus payments for 2009, if any, will be made no later than
March 15, 2010. In order to receive the Discretionary Target Bonus, if any, you must be in an
“active working status” at the
















 






	 	 	 
	 

	 	time of bonus payment (except as otherwise set
forth below in the “Termination Other Than for
Cause” paragraph).
	 
	 	 
	 

	 	Subsequent to 2009, if you are still employed
by Sovereign and in “active working status” at
the time of bonus payments for 2010 or
subsequent years, Sovereign, in its sole
discretion, may (but is not obligated to) pay
a discretionary bonus to you for 2010 or
subsequent years. The amount of any
discretionary bonus, if any, may vary from
year to year. Discretionary bonuses payable
after 2009, if any, and will be payable in
accordance with Sovereign policy with respect
to the payment of bonuses, as amended from
time to time.
	 
	 	 
	 

	 	For purposes of this letter, “active working
status” means that you have not resigned (or
given notice of your intention to resign) and
have not been terminated (or been given notice
of your termination).
	 
	 	 
	Expenses:

	 	Sovereign will reimburse you for all reasonable business expenses
actually incurred by you in connection with the
performance of your duties hereunder, in
accordance with policies established by
Sovereign from time to time and subject to
receipt by Sovereign of appropriate
documentation.
	 
	 	 
	Compliance With

Policies And Procedures:

	 	You agree to continue to be bound by and to
comply fully with all policies and procedures
for employees, including but not limited to,
all terms and conditions set forth in any
employee handbook, compliance manual and any
other memoranda and communications pertaining
to policies, procedures, rules and regulations,
as currently in effect and as may be amended or
established from time to time. These policies
and procedures include, among other things and
without limitation, your obligations to comply
with Sovereign’s rules regarding confidential
and proprietary information, trade secrets and
intellectual property. Failure to comply with
all such policies and procedures shall be
grounds for disciplinary action by Sovereign,
up to and including termination.
	 
	 	 
	Termination Other Than

for Cause:

	 	If your employment is terminated by Sovereign
other than for cause prior to the date that
Sovereign makes its regular payment of 2009
bonuses to its employees, you will receive
(less applicable deductions and withholdings): (i) any salary that has been earned but unpaid
up to the date of your termination; (ii) a
pro-rated portion of the Discretionary Target
Bonus amount of $300,000, based on the number
of full months that you worked for Sovereign in
2009, which will be payable in accordance with
Sovereign policy with respect to the payment of
bonuses; and (iii) continued






-2-









 






	 	 	 
	 

	 	coverage under Sovereign’s group health
insurance plan, at no charge, for two (2)
years following the last day of your
employment. You will not receive any
additional payments other than those set forth
above in this paragraph (whether a
discretionary or guaranteed bonus, any
additional salary, severance, or otherwise)
whatsoever.
	 
	 	 
	Resignation/Termination

for Cause:

	 	In the event that you resign or your employment is terminated by
Sovereign for cause, you will not be entitled
to any bonus (discretionary, guaranteed or
otherwise), any severance or any termination
payments referred to in the above paragraph
(other than any Discretionary Target Bonus
already paid to you as of the date of your
resignation or termination), except that you
will be entitled to salary earned prior to
your resignation or termination.
	 
	 	 
	 

	 	For purposes hereof, “cause” shall mean that:
	 

	 	(i) you committed an act constituting a
misdemeanor involving moral turpitude, fraud or
misrepresentation or a felony under the laws of
the United States or any state or political
subdivision thereof; (ii) you violated laws,
rules or regulations applicable to banks,
investment banks, broker-dealers, investment
advisors or the banking, commodities, futures
or securities industries generally; (iii) you
committed an act constituting a breach of
fiduciary duty, gross negligence or willful
misconduct; (iv) you engaged in conduct that
violated Sovereign’s internal policies or
procedures and which is detrimental to the
business, reputation, character or standing of
Sovereign or any of its related entities; (v)
you committed an act of fraud, dishonesty or
misrepresentation that is detrimental to the
business, reputation, character or standing of
Sovereign or any of its related entities; (vi)
you engaged in a conflict of interest or
self-dealing; or (vii) after notice by
Sovereign and a reasonable opportunity to cure,
you materially breached your obligations as set
forth in this agreement or you failed to
perform your duties as an employee of
Sovereign.
	 
	 	 
	Confidential Information:

	 	In addition to any other applicable policies
regarding Sovereign’s
confidential or proprietary information, you
agree that during and at any time after your
employment with Sovereign, you will keep in
confidence and will not, except as specifically
authorized in writing by Sovereign or as
otherwise required by law, disclose to any
third party or use for the benefit of any third
party or yourself any confidential or
proprietary information about Sovereign (or its
related entities) which you acquired, developed
or created by reason of your employment, except
for information that is or becomes public other
than through your breach of this paragraph.
	 
	 	 
	 

	 	You agree not to disclose the terms of this
agreement to anyone except your immediate
family and your tax advisors or legal
	 
	 	 





-3-









 






	 	 	 
	 

	 	counsel, except as otherwise required by law.
You further agree to instruct your immediate
family and any tax advisors or legal counsel
not to disclose this agreement, except as
otherwise required by law.
	 
	 	 
	 

	 	You further agree to deliver promptly to
Sovereign upon the termination of your
employment for any reason or at any other time
upon the request of Sovereign all documents,
materials and computer media in any form (and
all copies thereof) and all other property of
Sovereign (or its related entities).
	 
	 	 
	Notice Period:

	 	In the event that you resign from Sovereign, you agree to
provide Sovereign with 30 days notice of your
resignation. Sovereign reserves the right, in
its sole discretion, to designate this period
as either a paid working or non-working notice
period, or to reduce or waive the notice
period, in whole or in part.
	 
	 	 
	Restrictive Covenants:

	 	In consideration of your continued employment, you
agree that
beginning on the date that you execute this
agreement and: (i) continuing through 6 months
after the last date of your employment, you
will not directly or indirectly engage in any
business (whether as an employee, consultant,
director, member, partner or shareholder) that
is in direct or indirect competition with any
active or planned business of Sovereign
(“Competitive Business”); (ii) continuing
through 6 months after the last date of your
employment, you will not directly or indirectly
solicit or cause others to solicit any client
or potential client of Sovereign in connection
with a Competitive Business where you serviced
or had contact with such client(s) or potential
client(s) during your employment with
Sovereign; or (iii) continuing through 12
months after the last date of your employment,
you will not directly or indirectly solicit or
induce, or cause others to solicit or induce,
any person who is employed or engaged by
Sovereign (or its related entities) (or any
person who was employed or engaged by Sovereign
or its related entities within the last 12
months of your employment) to terminate his or
her employment or engagement with Sovereign (or
its related entities) or to accept employment
with anyone or any entity other than Sovereign
(or its related entities). This restrictive
covenant will apply in full force
and effect as follows: sections (i) and (ii)
will only apply in the event that you resign or
are terminated with cause as defined above; and
section (iii) will apply in the event that you
resign or are terminated with or without cause
as defined above.
	 
	 	 
	Benefits:

	 	You will continue to be eligible to participate in Sovereign’s
benefits plans (e.g., health, dental, life and
disability) and like benefits (e.g., parking,
car allowance, club dues) in which you are
currently participating, subject to their
exclusions and limitations, as such plans and
benefits may be amended, terminated or replaced






-4-









 






	 	 	 
	 

	 	by Sovereign from time to time in its sole discretion (provided that
Sovereign will provide prior notice where required by the applicable
plan documents).
	 
	 	 
	Modification:

	 	This agreement contains the entire understanding of the parties
regarding the subject matter hereof and no terms may be modified
except by a document signed by the parties and referring explicitly
hereto. You acknowledge that you have not relied on any oral or
written representations or understandings not explicitly contained
herein in executing this agreement.
	 
	 	 
	Governing Law:

	 	This agreement will be governed by and construed in accordance with
the laws of the State of Massachusetts (without regard to its
conflicts of law principles). If any portion of this agreement is
found to be unenforceable but such portion would be enforceable if
some part thereof were deleted or modified, then such portion will
apply with such deletion or modification as is necessary to make it
enforceable to the fullest extent permitted by law. If any such
portion cannot be modified to be enforceable, such portion will be
deemed severed from this agreement and will not affect the validity
or enforceability of the remainder of this agreement.






     Nothing in this agreement is intended to create a fixed term of employment at Sovereign. Your
employment at Sovereign is on an at will basis, meaning that Sovereign will be free to terminate
your employment at any time, with or without cause, and that you will be free to resign from your
employment with Sovereign at any time.



     If you accept this offer, please sign and date this letter in the space provided below and,
by no later than February 27, 2009, return a copy to me at Sovereign Bancorp, Inc., 75 State
Street, Boston, Massachusetts 02109.



Sincerely yours,




Sovereign Bancorp, Inc









Thomas J. McAuliffe

Executive Vice President and Managing Director of Human Resources




	 	 	 	 	 	 	 	 	 	 	 
	Accepted:

	 	/s/ Roy Lever 	 	 	 	Date:
	 	2/9/09
	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	Roy Lever	 	 	 	 	 	 	 	 






-5-









 











EXHIBIT A




February 18, 2009




Roy Lever

c/o Sovereign Bancorp, Inc.




Dear Roy:




     This letter sets forth our mutual agreement to amend your employment
agreement, dated February 3, 2009 (“Employment Agreement”), to replace the
section entitled “Restrictive Covenants” with the following:



	 	 	 
	Restrictive Covenants:

	 	In consideration of your continued employment, you agree
that
beginning on the date that you execute this agreement
and: (i) if you resign or are terminated with cause on
or prior to December 31, 2009, continuing through 6
months after the last date of your employment, you will
not directly or indirectly engage in any business
(whether as an employee, consultant, director, member,
partner or shareholder) that is in direct or indirect
competition with any active or planned business of
Sovereign (“Competitive Business”); (ii) if you resign
or are terminated with cause on or after January 1,
2010, continuing through 3 months after the last date of
your employment, you will not directly or indirectly
engage in any business (whether as an employee,
consultant, director, member, partner or shareholder)
that is in direct or indirect competition with any
active or planned business of Sovereign (“Competitive
Business”); (iii) continuing through 6 months after the
last date of your employment, you will not directly or
indirectly solicit or cause others to solicit any client
or potential client of Sovereign in connection with a
Competitive Business where you serviced or had contact
with such client(s) or potential client(s) during your
employment with Sovereign; or (iv) continuing through 12
months after the last date of your employment, you will
not directly or indirectly solicit or induce, or cause
others to solicit or induce, any person who is employed
or engaged by Sovereign (or its related entities) (or
any person who was employed or engaged by Sovereign or
its related entities within the last 12 months of your
employment) to terminate his or her employment or
engagement with Sovereign (or its related entities) or
to accept employment with anyone or any entity other
than Sovereign (or its related entities). This
restrictive covenant will apply in full force and effect
as follows: sections (i), (ii) and (iii) will only apply
in the event that you resign or are terminated with
cause as defined above; and section (iv) will apply in
the
















 






	 	 	 
	 

	 	event that you resign or are terminated with or without
cause as defined above.






     All other provisions in the Employment Agreement will remain in full force
and effect as stated, unless and until modified in writing and signed by both
you and Sovereign Bancorp, Inc.



     Nothing in this amendment is intended to alter the at will status of your
employment.



     If you accept this amendment, please sign and date this letter in the space
provided below and, by no later than February 27, 2009, return a copy to me at
Sovereign Bancorp, Inc., 75 State Street, Boston, Massachusetts 02109.



Sincerely yours,




Sovereign Bancorp, Inc.









Thomas J. McAuliffe

Executive Vice President and Managing Director of Human Resources




	 	 	 	 	 	 	 	 	 	 	 
	Accepted:

	 	/s/ Roy Lever 	 	 	 	Date:
	 	2/20/09
	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	Roy Lever	 	 	 	 	 	 	 	 







-2-