Certificate of Trust of Sovereign Capital Trust Vii


Exhibit 4.19
     THIS CERTIFICATE OF TRUST OF Sovereign Capital Trust VII (the “Trust”), is being duly executed and filed by the undersigned, as trustees, to form a statutory trust under the Delaware Statutory Trust Act, 12 Del.C. §§ 3801, et seq. (the “Act”).
1. NAME. The name of the statutory trust formed hereby is Sovereign Capital Trust VII.
2. RESIDENT TRUSTEE. The name and business address of the trustee of the Trust meeting the requirements of Section 3807 of the Act is Bank of New York (Delaware), 502 White Clay Center, Route 273, Newark, Delaware 19711.
3. EFFECTIVE DATE. This Certificate of Trust will be effective upon filing.
4. COUNTERPARTS. This Certificate of Trust may be executed in two (2) or more counterparts, each of which will be deemed to be an original copy of this Certificate of Trust and all of which, when taken together, shall be deemed to constitute one and the same Certificate of Trust. Any party to this Certificate of Trust may deliver an executed copy hereof by facsimile transmission to the other and any such delivery shall have the same force and effect as any other delivery of a manually signed copy of this Certificate of Trust.
     IN WITNESS WHEREOF, the undersigned, being all of the Trustees of the Trust, have executed this Certificate of Trust in accordance with the Act.
  The Bank of New York,
as Property Trustee
  By:   /s/ Mary La Gumina  
  Name:   Mary La Gumina  
  Title:   Vice President  
  The Bank of New York (Delaware),
as Delaware Trustee
  By:   /s/ Kristine K. Gullo  
  Name:   Kristine K. Gullo  
  Title:   Vice President  
  /s/ Thomas R. Brugger  
  Thomas R. Brugger, Administrative Trustee  
  /s/ Thomas D. Cestare
  Thomas D. Cestare, Administrative Trustee
  /s/ Larry K. Davis
  Larry K. Davis, Administrative Trustee