Item 3.02 Unregistered sales of equity securities
On March 25, 2009, Sovereign Bancorp, Inc. ("Sovereign" or the "Company"), parent company of Sovereign Bank (the "Bank"), issued to Banco Santander, S.A., a sociedad anónima organized under the laws of Spain and the parent company of Sovereign, 72,000 shares of Sovereign's Series D Non-Cumulative Perpetual Convertible Preferred Stock, without par value (the "Series D Preferred Stock"), having a liquidation amount per share equal to $25,000, for a total price of $1.8 billion. The Series D Preferred Stock pays non-cumulative dividends at a rate of 10% per year. Sovereign may not redeem the Series D Preferred Stock during the first five years. The Series D Preferred Stock is generally non-voting. Each share of Series D Preferred Stock is convertible into 100 shares of common stock, without par value, of Sovereign.
The proceeds from the issuance of the Series D Preferred Stock will be contributed to Sovereign Bank, and the issuance and contribution will be accounted for as a component of Tier 1 capital of Sovereign and Sovereign Bank. The Series D Preferred Stock was issued in a private placement exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended. Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 25, 2009, the Company filed a Certificate of Designations (the "Certificate of Designations") with the State Corporation Commission of Virginia for the purpose of amending its Amended and Restated Articles of Incorporation to fix the preferences, limitations and relative rights of the Series D Preferred Stock. The Certificate of Designations is filed as Exhibit 3.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.

(d) Exhibits Exhibit No. Description 3.1 Certificate of Designations for the Series D Preferred Stock

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