As filed with the Securities and Exchange Commission on June 5,
1996.
Registration No. 33-_____
_________________________________________________________________
_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SOVEREIGN BANCORP, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2453088
(State of Incorporation) (I.R.S. Employer Identification No.)
1130 Berkshire Boulevard
Wyomissing, Pennsylvania 19610
(610) 320-8400
(Address and telephone number of principal executive offices)
Sovereign Bancorp, Inc.
Non-Employee Director Compensation Plan
(Full Title of the Plan)
With a copy to:
Jay S. Sidhu B. Tyler Lincoln, Esquire
President and Chief Executive Stevens & Lee
Officer 111 North Sixth Street
1130 Berkshire Boulevard P.O. Box 679
Wyomissing, Pennsylvania 19610 Reading, Pennsylvania 19603
(610) 320-8400 (610) 478-2000
____________________________
(Name, address and telephone
number of agent for service)
=================================================================
CALCULATION OF REGISTRATION FEE
=================================================================
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price Per Offering Registration
be Registered Registered Share(1) Price(1) Fee
Common Stock, 500,000 $10.50 $5,250,000 $1,810.34
without par
value
=================================================================
(1) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(h). Price per share
represents the average of high and low sale prices for a
share of Registrant's Common Stock on May 30, 1996.
Page 1 of 22 pages.
Exhibit Index on Page 8.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference in
this Registration Statement:
(a) Registrant's Annual Report on Form 10-K for the year
ended December 31, 1995.
(b) Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996.
(c) Registrant's Registration Statement on Form 8-A, dated
August 7, 1989, pursuant to which the Registrant
registered certain stock purchase rights under the
Securities Exchange Act of 1934, as amended (the
"Exchange Act"), as amended by Amendment No. 1 to
Registrant's Registration Statement on Form 8-A, dated
January 8, 1996.
All documents subsequently filed by the Registrant pursuant
to sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior
to the filing of a post-effective amendment that indicates that
all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.
Any statements contained herein or in a document
incorporated or deemed incorporated by reference herein shall be
deemed to be modified or superseded, for purposes of this
Registration Statement, to the extent that a statement contained
herein or in any subsequently filed document that also is or is
deemed incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Certain legal matters in connection with the Plan have been
passed upon for the Registrant by the law firm of Stevens &
Lee, P.C., Reading, Pennsylvania. Joseph E. Lewis, Esquire, a
principal in Stevens & Lee, is a director of Sovereign Bank,
F.S.B., the principal subsidiary of the Registrant. Certain
attorneys at Stevens & Lee and members of their immediate
families own or have investment discretion with respect to an
aggregate of less than 213,000 shares of the Registrant's common
stock.
Item 6. Indemnification of Directors and Officers.
Pennsylvania law provides that a Pennsylvania corporation
may indemnify directors, officers, employees and agents of the
corporation against liabilities they may incur in such capacities
for any action taken or any failure to act, whether or not the
corporation would have the power to indemnify the person under
any provision of law, unless such action or failure to act is
determined by a court to have constituted recklessness or willful
misconduct. Pennsylvania law also permits the adoption of a
bylaw amendment, approved by shareholders, providing for the
elimination of a director's liability for monetary damages for
any action taken or any failure to take any action unless (1) the
director has breached or failed to perform the duties of his
office and (2) the breach of failure to perform constitutes
self-dealing, willful misconduct or recklessness.
Registrant's bylaws provide for (1) indemnification of
directors, officers, employees and agents of the registrant and
its subsidiaries and (2) the elimination of a director's
liability for monetary damages, to the fullest extent permitted
by Pennsylvania law.
Directors and officers are also insured against certain
liabilities for their actions, as such, by an insurance policy
obtained by the Registrant.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Articles of Incorporation of Sovereign Bancorp, Inc.,
as amended. (Incorporated herein by reference to
Exhibit 3.1 of Sovereign's Annual Report on Form 10-K,
for the year ended December 31, 1995.)
4.2 Bylaws of Sovereign Bancorp, Inc. (Incorporated herein
by reference to Exhibit 3.2 to Sovereign's Annual
Report on Form 10-K, for the year ended December 31,
1993.)
4.3 Rights Agreement, dated September 19, 1989, between
Sovereign Bancorp, Inc. and Harris Trust Company of New
York, as Rights Agent. (Incorporated by reference to
Exhibit 4.3 to Sovereign's Registration Statement No.
33-89586 on Form 8-A.)
4.4 Amendment to Rights Agreement, dated as of
September 27, 1995, between Sovereign Bancorp, Inc. and
Chemical Bank, as successor to Harris Trust Company, as
Rights Agent. (Incorporated by reference to
Exhibit 2.2 of Amendment No. 1 of Sovereign's
Registration Statement No. 33-89586 on Form 8-A.)
4.5 Sovereign Bancorp, Inc. Non-Employee Director
Compensation Plan.
5. Opinion of Stevens & Lee.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of BDO Seidman, LLP.
23.3 Consent of Stevens & Lee. (Contained in Exhibit 5 of
this Registration Statement.)
24. Power of Attorney of certain directors and officers
(included on signature page).
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement to include any material information with
respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the provisions described in Item 6 above, or otherwise, the
Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of
the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the Borough of Wyomissing, Commonwealth of
Pennsylvania, on May 22, 1996.
SOVEREIGN BANCORP, INC.
By /s/ Jay S. Sidhu
---------------------------------
Jay S. Sidhu, President
and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Joseph M.
Harenza, Esquire, Jay S. Sidhu, Karl D. Gerhart, and Lawrence M.
Thompson, Jr., and each of them, his true and lawful
attorney-in-fact, as agent with full power of substitution and
resubstitution for him and in his name, place and stead, in any
and all capacity, to sign any or all amendments to this
Registration Statement and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said
attorney-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully and to all intents
and purposes as they might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the
following persons in the capacities indicated and on the dates
indicated.
Signature Title
/s/ Howard D. Mackey Director May 22, 1996
- -------------------------
Howard D. Mackey
/s/ Richard E. Mohn Chairman and Director May 22, 1996
- -------------------------
Richard E. Mohn
/s/ Rhoda S. Oberholtzer Director May 22, 1996
- -------------------------
Rhoda S. Oberholtzer
/s/ Patrick J. Petrone Director May 22, 1996
- -------------------------
Patrick J. Petrone
/s/ Daniel K. Rothermel Director May 22, 1996
- -------------------------
Daniel K. Rothermel
/s/ Jay S. Sidhu President, Chief May 22, 1996
- ------------------------- Executive Officer and
Jay S. Sidhu Director (Principal
Executive Officer)
/s/ G. Arthur Weaver Director May 22, 1996
- -------------------------
G. Arthur Weaver
/s/ Theodore Ziaylek, Jr. Director May 22, 1996
- -------------------------
Theodore Ziaylek, Jr.
/s/ Karl D. Gerhart Chief Financial Officer May 22, 1996
- ------------------------- (Principal Financial
Karl D. Gerhart Officer)<PAGE>
EXHIBIT INDEX
Page Number
in Manually
Signed
Exhibit Original
4.1 Articles of Incorporation of Sovereign
Bancorp, Inc., as amended. (Incorporated
herein by reference to Exhibit 3.1 of
Sovereign's Annual Report on Form 10-K,
for the year ended December 31, 1995.)
4.2 Bylaws of Sovereign Bancorp, Inc.
(Incorporated herein by reference to
Exhibit 3.2 of Sovereign's Annual Report
on Form 10-K, for the year ended
December 31, 1993.)
4.3 Rights Agreement, dated September 19,
1989, between Sovereign Bancorp, Inc.
and Harris Trust Company of New York,
as Rights Agent. (Incorporated by
reference to the Registration Statement
No. 33-89586 on Form 8-A of Sovereign
Bancorp, Inc.)
4.4 Amendment to Rights Agreement, dated
as of September 27, 1995, between
Sovereign Bancorp, Inc. and Chemical
Bank, as successor to Harris Trust
Company, as Rights Agent. (Incorporated
by reference to Exhibit 2.2 of Amendment
No. 1 of Sovereign's Registration
Statement No. 33-89586 on Form 8-A.)
4.5 Sovereign Bancorp, Inc. Non-Employee
Director Compensation Plan. 9
5. Opinion of Stevens & Lee. 16
23.1 Consent of Ernst & Young LLP. 20
23.2 Consent of BDO Seidman, LLP. 21
23.3 Consent of Stevens & Lee. (Contained in
Exhibit 5 of this Registration Statement.)
24. Power of Attorney of certain directors
and officers (included on signature page).
SOVEREIGN BANCORP, INC.
NON-EMPLOYEE DIRECTOR COMPENSATION PLAN
1. Purpose. The purpose of the Sovereign Bancorp, Inc.
Non-Employee Director Compensation Plan (the "Plan") is to
advance the interests of Sovereign Bancorp, Inc. (the "Company")
and its shareholders by closely aligning the interests of the
Company and its shareholders with (i) members of the Board of
Directors of the Company who are not employees of the Company,
Sovereign Bank (the "Bank") or any other Subsidiary, (ii) members
of the Board of Directors of the Bank who are not employees of
the Company, the Bank or any other Subsidiary, and (iii) members
of the Board of Directors of any Subsidiary designated by
resolution of the Board of Directors of the Company to
participate in this Plan who are not employees of the Company,
the Bank or any Subsidiary (collectively, the "Non-Employee
Directors"). Therefore, this Plan requires the payment of a
material portion of an annually established dollar amount of
compensation payable to Non-Employee Directors for membership on
the Board and committees in shares of the Company's common stock,
no par value per share ("Common Stock"). Common Stock issuable
under this Plan may be either authorized but unissued shares,
treasury shares, or shares purchased in the open market.
2. Administration. The Plan shall be administered by the
Board of Directors of the Company (the "Board"). The Board
shall, subject to the provisions of the Plan, have the power to
construe the Plan, to determine all questions arising thereunder
and to adopt and amend such rules and regulations for the
administration of the Plan as it may deem desirable. Any
decisions of the Board in the administration of the Plan, as
described herein, shall be final and conclusive. The Board may
authorize any one or more of its members or the secretary of the
Board or any Officer, appointed vice president or employee of the
Company to execute and deliver documents on behalf of the Board.
No member of the Board shall be liable for anything done or
omitted to be done by him or her or by any other member of the
Board in connection with the Plan, except for his or her own
willful misconduct or as expressly provided by statute.
3. Definition of Subsidiaries. As used herein, the term
"Subsidiary" means any corporation, joint venture or other
business entity of which (i) if a corporation, a majority of the
total voting power of shares of stock entitled (without regard to
the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by the Company or one or more
of the other Subsidiaries of the Company or a combination
thereof, or (ii) if a joint venture or other business entity, a
majority of the partnership or other similar ownership interest
thereof is at the time owned or controlled, directly or
indirectly, by the Company or one or more Subsidiaries of the
Company or a combination thereof.
4. Participation; Amount of Non-Employee Director
Compensation. Each Non-Employee Director shall participate in
the Plan. The Board annually shall establish a dollar amount of
quarterly compensation payable for services (including the annual
retainer fee, meeting attendance fees and any fees payable for
services on the Board or any committee thereof) to be performed
by the following classes of Non-Employee Director: Company
Non-Employee Director, Bank Non-Employee Director, Company and
Bank Non-Employee Director, Company Chairman and, if applicable,
Subsidiary Non-Employee Director. Such fees will be payable in
cash and shares of Common Stock as follows:
(a) Each Company Non-Employee Director, on a quarterly
basis, shall receive:
(i) 500 shares of Common Stock; plus
(ii) cash equal to the dollar amount of aggregate
quarterly compensation set annually by the Board for Company
Non-Employee Directors, minus the dollar value of 500 shares
of Common Stock multiplied by the Sovereign Market Price (as
hereinafter defined).
(b) Each Bank Non-Employee Director, on a quarterly
basis, shall receive:
(i) 175 shares of Common Stock; plus
(ii) cash equal to the dollar amount of aggregate
quarterly compensation set annually by the Board for Bank
Non-Employee Directors, minus the dollar value of 175 shares
of Common Stock multiplied by the Sovereign Market Price.
(c) Each Company and Bank Non-Employee Director, on a
quarterly basis, shall receive:
(i) 675 shares of Common Stock; plus
(ii) cash equal to the dollar amount of aggregate
quarterly compensation set annually by the Board for Company
and Bank Non-Employee Directors, minus the dollar value of
675 shares multiplied by the Sovereign Market Price
Notwithstanding anything contained herein to the contrary, the
amount of cash payable to any Non-Employee Director may be
reduced or withheld by the Chairman or President of the Company
for failure to attend meetings of any Board of Directors or
failure to otherwise perform the duties of such Non- Employee
Director's office.
(d) The Company Chairman shall receive that number of
shares of Common Stock equal to the dollar amount of quarterly
aggregate compensation set annually by the Board for the Company
Chairman, divided by the Sovereign Market Price. The Company
Chairman shall not receive additional compensation for service as
a director of the Bank or any other Subsidiary.
(e) If the directors of any other Subsidiary are
designated by resolution of the Board of Directors of the Company
to participate in the Plan, then each such Subsidiary
Non-Employee Director, on a quarterly basis, shall receive such
number of shares of Common Stock and cash as shall be specified
by resolution of the Board of Directors of the Company.
(f) Sovereign Market Price shall mean the average
closing sale price of Sovereign Common Stock for the ten trading
days ended on the last trading day of the quarter with respect to
which the determination is being made; provided, however, if the
Common Stock does not trade on any such day, the average of the
high and low bid and asked prices for such day shall be used.
(g) In the event the value determined by multiplying
the number of shares of Common Stock to which a Non-Employee
Director is entitled by the Sovereign Market Price exceeds the
aggregate quarterly compensation payable to a Non-Employee
Director, then such Non-Employee Director shall receive no
quarterly cash compensation but the number of shares of Common
Stock to which such Non-Employee Director is entitled shall not
be reduced.
5. Payment of Non-Employee Director Compensation. There
shall be issued to each Non-Employee Director on the last
business day of each calendar quarter, the number of shares of
Common Stock payable to such Non-Employee Director as determined
pursuant to Section 4 above. There shall be paid to each
Non-Employee Director on the last business day of each calendar
quarter the cash compensation payable to such Non-Employee
Director as determined pursuant to Section 4 above.
6. Number of Shares of Common Stock Issuable Under the
Plan. The maximum number of shares of Common Stock that may be
issued under the Plan shall be 500,000, provided, however, that
if the Company shall at any time increase or decrease the number
of its outstanding shares of Common Stock or change in any way
the rights and privileges of such shares by means of a payment of
a stock dividend or any other distribution upon such shares
payable in Common Stock, or through a stock split, reverse stock
split, subdivision, consolidation, combination, reclassification
or recapitalization involving Common Stock, then the numbers,
rights and privileges of the shares issuable under Section 4 and
this Section 6 of Plan shall be increased, decreased or changed
in like manner. To the extent that the application of this
Section would result in fractional shares of Common Stock being
issuable, cash will be paid to the Non-Employee Director in lieu
of such fractional shares based upon the Sovereign Market Value.
7. Miscellaneous Provisions.
(a) Neither the Plan nor any action taken hereunder
shall be construed as giving any Non-Employee Director any right
to be elected as a director of the Company or the Bank.
(b) A participant's rights and interest under the Plan
may not be assigned or transferred, hypothecated or encumbered in
whole or in part either directly or by operation of law or
otherwise (except in the event of a participant's death, by will
or the laws of descent and distribution), including, but not by
way of limitation, execution, levy, garnishment, attachment,
pledge, bankruptcy or in any other manner, and no such right or
interest of any participant in the Plan shall be subject to any
obligation or liability of such participant.
(c) No shares of Common Stock shall be issued
hereunder unless counsel for the Company shall be satisfied that
such issuance will be in compliance with applicable federal,
state, local and foreign securities, securities exchange and
other applicable laws and requirements. All certificates
representing shares of Common Stock issued under this Plan shall
bear the following legend:
The shares of Sovereign Bancorp, Inc. common
stock, no par value (the "Common Stock")
evidenced by this certificate were issued
under the Sovereign Bancorp, Inc.
Non-Employee Director Compensation Plan which
is intended to comply with the provisions of
Rule 16b-3 promulgated by the Securities and
Exchange Commission. Accordingly, no shares
of Common Stock evidenced by this certificate
shall be transferred on or before the
expiration of six months from the date of
issuance of such shares of Common Stock.
(d) It shall be a condition to the obligation of the
Company to issue shares of Common Stock hereunder, that the
participant pay to the Company, to the extent required by law and
upon its demand, such amount as may be requested by the Company
for the purpose of satisfying any liability to withhold federal,
state, local or foreign income or other taxes. A Non-Employee
Director may satisfy the withholding obligation, in whole or in
part, by electing to have the Company withhold shares of Common
Stock, otherwise issuable under the Plan, having a fair market
value equal to the amount required to be withheld. If the amount
requested is not paid, the Company shall have no obligation to
issue, and the participant shall have no right to receive, shares
of Common Stock.
(e) The Plan shall be unfunded. The Company shall not
be required to establish any special or separate fund or to make
any other segregation of assets to assure the issuance of shares
hereunder.
(f) By accepting any Common Stock hereunder or other
benefit under the Plan, each participant and each person claiming
under or through him or her shall be conclusively deemed to have
indicated his or her acceptance and ratification of, and consent
to, any action taken under the Plan by the Company or the Board.
(g) The appropriate officers of the Company shall
cause to be filed any registration statement required by the
Securities Act of 1933, as amended, and any reports, returns or
other information regarding any shares of Common Stock issued
pursuant hereto as may be required by Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
or any other applicable statute, rule or regulation.
(h) The provisions of this Plan shall be governed by
and construed in accordance with the laws of the Commonwealth of
Pennsylvania.
(i) Headings are given to the sections of this Plan
solely as a convenience to facilitate reference. Such headings,
numbering and paragraphing shall not in any case be deemed in any
way material or relevant to the construction of this Plan or any
provisions thereof. The use of the singular shall also include
within its meaning the plural, where appropriate, and vice versa.
8. Amendment. The Plan may be amended at any time and
from time to time by resolution of the Board as the Board shall
deem advisable; provided, however, that no amendment shall become
effective without shareholder approval if such shareholder
approval is required by law, rule or regulation, and provided
further, to the extent required by Rule 16b-3 under Section 16 of
the Exchange Act, in effect from time to time, Plan provisions
shall not be amended more than once every six months, except that
the foregoing shall not preclude any amendment to comport with
changes in the Internal Revenue Code of 1986, the Employee
Retirement Income Security Act of 1974 or the rules thereunder in
effect from time to time. No amendment of the Plan shall
materially and adversely affect any right of any participant with
respect to any shares of Common Stock theretofore issued without
such participant's written consent.
9. Termination. This Plan shall terminate upon the
earlier of the following dates or events to occur:
(a) upon the adoption of a resolution of the Board
terminating the Plan; or
(b) ten years from the date the Plan is initially
approved and adopted by the shareholders of the Company in
accordance with Paragraph 10 below.
No termination of the Plan shall materially and adversely
affect any of the rights or obligations of any person without his
or her consent with respect to any shares of Common Stock
theretofore earned and issuable under the Plan.
10. Shareholder Approval and Adoption. The Plan shall be
effective as of January 1, 1996, contingent upon shareholder
approval and adoption at the 1996 annual meeting of shareholders
of the Company. The shareholders shall be deemed to have
approved and adopted the Plan only if it is approved and adopted
at a meeting of the shareholders duly held by vote taken in the
manner required by the laws of the Commonwealth of Pennsylvania.
(610) 478-2000
June 5, 1996
Board of Directors
Sovereign Bancorp, Inc.
1130 Berkshire Boulevard
Wyomissing, Pennsylvania 19610
Re: Sovereign Bancorp, Inc. Non-Employee Director Compensation
Plan
Ladies and Gentlemen:
You have asked us to provide you with our opinion whether
the 500,000 shares of Sovereign Bancorp, Inc. ("Sovereign")
common stock (without par value) (the "Common Stock") that may be
issued from time to time pursuant to Sovereign Bancorp, Inc.
Non-Employee Director Compensation Plan (the "Plan"), when and if
such shares are issued pursuant to and in accordance with the
Plan, will be duly and validly issued, fully paid and
nonassessable.
In connection with this matter, we, as counsel to Sovereign,
have reviewed the following:
1. the Pennsylvania Business Corporation Law of 1988, as
amended;
2. Sovereign's Articles of Incorporation, as amended and
restated;
3. Sovereign's By-Laws, as amended;
4. Resolutions adopted by Sovereign's Board of Directors
on February 28, 1996; and
5. the Plan.
Based upon such review, it is our opinion that the Common
Stock issuable under the Plan, when and as issued in accordance
with the provisions of the Plan, will be duly and validly issued,
fully paid and nonassessable. In giving the foregoing opinion,
we have assumed that the Company will have, at the time of the
issuance of such Common Stock, a sufficient number of authorized
shares available for issue.
We hereby consent to the filing of this opinion as an
exhibit to the registration statement that the Company is filing
this date in connection with the registration of 500,000 shares
of Common Stock issuable under the Plan, and to the references to
us under the caption "Interests of Named Experts and Counsel" in
such registration statement. In giving this consent, however, we
do not acknowledge or admit that we come within the category of
persons whose consent is required under Section 7 of the
Securities Act of 1933 or the Rules and Regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
STEVENS & LEE
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption
"Experts" in the Registration Statement (Form S-8) of Sovereign
Bancorp, Inc. pertaining to the Non-Employee Director
Compensation Plan for the registration of 500,000 shares of its
Common Stock and to the incorporation by reference therein of our
report dated January 17, 1996, with respect to the consolidated
financial statements of Sovereign Bancorp, Inc. included in its
Annual Report (Form 10-K) for the year ended December 31, 1995,
filed with the Securities and Exchange Commission.
Ernst & Young LLP
Reading, Pennsylvania
May 28, 1996
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors Sovereign Bancorp, Inc.
We hereby consent to the incorporation in Registration Statement
on Form S-8 of Sovereign Bancorp, Inc. relating to the Non-
Employee Director Compensation Plan to be filed on or about
May 30, 1996 of our report dated November 23, 1994, with respect
to the consolidated statements of income, changes in
shareholders' equity and cash flows for the year ended
September 30, 1993 of Charter FSB Bancorp, Inc. and subsidiary,
which report appears in the Annual Report on Form 10-K of
Sovereign Bancorp, Inc. for the year ended December 31, 1995.
/s/ BDO Seidman, LLP
BDO SEIDMAN, LLP
Woodbridge, New Jersey
May 30, 1996
