UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934,

for the fiscal year ended December 31, 2009,

or

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934,

for the transition period from N/A to                     .

Commission File Number 001-16581

SANTANDER HOLDINGS USA, INC.

(Exact name of Registrant as specified in its charter)

Virginia		23-2453088
(State or other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
75 State Street, Boston, Massachusetts		02109
(Address of Principal Executive Offices)		(Zip Code)

(617) 346-7200

Securities registered pursuant to Section 12(b) of the Act:

Title		Name of Exchange on Which Registered
Depository Shares for Series C non-cumulative preferred stock		NYSE
7.75% Capital Securities (Sovereign Capital Trust V)		NYSE

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act Yes o No þ

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). o Yes o No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o		Accelerated filer o		Non-accelerated filer þ		Smaller reporting company o

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

No Common Stock of the Registrant was held by nonaffiliates of the Registrant at June 30, 2009. As of February 28, 2010, the Registrant had 511,107,043 shares of Common Stock outstanding.

 

 

Explanatory Note

This Amendment No. 1 to the registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009, which was filed with the U.S. Securities and Exchange Commission on February 26, 2010 (the “Original Filing”), is filed solely to correct the registrant filing status as a non-accelerated filer and an error that resulted in the truncation of the text of Part III, Item 10. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, new certifications by our principal executive officer and principal financial officer are filed as exhibits to the Filing in this Form 10-K/A. Except as described above, no other amendments are being made to the Original Filing. This Amendment No. 1 does not reflect events after the filing of the Original Filing or modify or update those disclosures affected by subsequent events. Pursuant to Rule 12b-15 promulgated under the Securities Exchange Act of 1934, as amended, the complete text of Part III, Item 10, as amended, is set forth in this Amendment No. 1.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Directors of SHUSA

Information with respect to each of SHUSA’s directors is below. Except (i) for entities affiliated with Santander as described elsewhere in this Form 10-K or (ii) as otherwise indicated, none of the corporations or organizations listed below are a parent, subsidiary or other affiliate of Sovereign or Santander. Each of the directors shall hold their offices for terms of one year and until their successors are elected.

Gabriel Jaramillo — Age 60. Mr. Jaramillo was appointed to the Sovereign Board on July 16, 2008. Mr. Jaramillo became the Chairman of the Board, President and Chief Executive Officer of the Company on January 30, 2009, and also currently serves as Chairman of each of the Executive and Risk Management Committees of the Board. For additional information regarding Mr. Jaramillo, including his business experience during the past five years, please see Part I—Item 4A—“Executive Officers of the Registrant”.

Nuno Matos — Age 42. Mr. Matos was appointed to the Sovereign Board on March 24, 2009 and currently serves as a member of the Executive and Risk Management Committees of the Board. Mr. Matos joined Sovereign in March 2009 and is Managing Director of Retail Business Development and SME Banking. For additional information regarding Mr. Matos, including his business experience during the past five years, please see Part I—Item 4A—“Executive Officers of the Registrant”.

Kirk Walters — Age 54. Mr. Walters was appointed to the Sovereign Board on January 30, 2009, and also currently serves as a member of the Executive and Risk Management Committees of the Board. Mr. Walters served as Senior Executive Vice President, Chief Financial Officer and Chief Administration Officer of the Company from January 3, 2009 to April 30, 2009. On May 1, 2009 he was appointed Senior Executive Vice President with responsibility for Specialized Businesses and Treasury. For additional information regarding Mr. Walters, including his business experience during the past five years, please see Part I—Item 4A—“Executive Officers of the Registrants”.

Gonzalo de Las Heras — Age 70. Mr. de Las Heras was appointed to the Sovereign Board on October 6, 2006. Mr. de Las Heras joined Santander in 1990. He served as Executive Vice President supervising Santander business in the US until October 2009. He is currently Advisor to the Chairman of Grupo Santander. He is Chairman of Santander Bancorp, Puerto Rico; Banco Santander International, Miami; Santander Trust & Bank (Bahamas) Limited; and Banco Santander (Suisse). Prior to joining Santander Mr. de Las Heras held various positions at J.P. Morgan, lastly as Senior Vice President and Managing Director heading its Latin American division. He served as a Director of First Fidelity Bancorporation until its merger with First Union. From 1993 to 1997, Mr. de Las Heras served on the New York State Banking Board. He is a director and past chairman of the Foreign Policy Association, a Trustee and past chairman of the Institute of International Bankers. Mr. de Las Heras has a law degree from the University of Madrid and as a Del Amo Scholar pursued postgraduate studies in Business Administration and Economics at the University of Southern California.

John Hamill — Age 69. Mr. Hamill was appointed to the Sovereign Board on January 20, 2010 and currently serves as Chairperson of the CRA Committee. Mr. Hamill joined Sovereign in 2000 as Chairman and CEO of the New England division. Prior to that, he was President of Fleet National Bank Massachusetts, President of Shawmut Bank and President and CEO of Banc One Trust Company. Mr. Hamill has served as a director of Liberty Mutual Holding Company, Inc., a holding company for the family of Liberty Mutual Group insurance companies since 2001. He is Chairman of the Board of Advisors to the Carroll School of Management at Boston College, Chairman of the Board of Advisors at the College of Holy Cross, and Overseer of the Boston Symphony Orchestra.

Marian Heard — Age 69. Mrs. Heard was elected to the Sovereign Board in 2005. Mrs. Heard currently serves as Chairperson of the Compensation Committee and as a member of the Audit Committee of the Board. Mrs. Heard is currently the President and Chief Executive Officer of Oxen Hill Partners, which specializes in leadership development programs. Mrs. Heard has served as a director of CVS Caremark Corporation since 1999, a publicly held corporation listed on the NYSE and the largest retail pharmacy in the United States. She has served on the Audit, Nominating and Corporate Governance Committees of CVS Caremark Corporation since 2000. On June 2, 2006, Mrs. Heard was elected to the board of BioSphere Medical, Inc., which specializes in certain bioengineering applications, and serves on its Compensation Committee. She has served as a director of Liberty Mutual Holding Company, Inc., a holding company for the family of Liberty Mutual Group insurance companies since 1994. Mrs. Heard has served as a director of Blue Cross and Blue Shield of Massachusetts since 1992 and chairs its Compensation Committee. Mrs. Heard served as a director of Fleet Bank of Massachusetts from 1992 to 1998 and subsequently Fleet Financial Corporation from 1998 until it was acquired by Bank of America in 2004. Mrs. Heard was appointed President and Chief Executive Officer of the United Way of Massachusetts Bay and Chief Executive Officer of the United Way of New England in February 1992. Mrs. Heard retired from the United Way in July 2004.

Alberto Sánchez — Age 45. Mr. Sánchez was reappointed to the Sovereign Board on January 30, 2009. Mr. Sánchez previously served on the Board from March 16, 2007 to October 12, 2008. Mr. Sánchez is Head of Strategy for the Americas of Banco Santander, S.A. Since 1997, Mr. Sánchez has held the following positions within the Santander organization: Head of Equity Research; Head of Latin American Equities; and Head of Spanish Equities and Macroeconomics Research. Mr. Sánchez serves as a Director of Santander Consumer USA. He also serves as a Director of the Greenwich Village Orchestra.

Wolfgang Schoellkopf — Age 77. Mr. Schoellkopf was appointed to the Sovereign Board on January 30, 2009, and currently serves as Interim Chairperson of the Audit Committee and as a member of each of the Executive, Compensation and Risk Management Committees of the Board. From 2004 to 2008, Mr. Schoellkopf served as the Managing Partner of Lykos Capital Management, LLC, a private equity management company. From 2000 to 2002, he served as the General Manager of Bank Austria Group’s U.S. operations. On July 31, 1997, Mr. Schoellfkopf was elected as a director of SLM Corporation, commonly known as Sallie Mae, a leading provider of student loans. He served as a member of the Finance and Operations Committees of SLM Corporation from 1997 to 2007, and currently serves as the Chairman of the Compensation Committee. Since March 3, 2008, Mr. Schoellkopf has been a director of BPW Acquisition Corporation and has served on its Audit Committee. BPW Acquisition Corporation does not currently have significant operations. It intends to acquire one or more operating businesses in the financial services or business services industries through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or other similar business combination.

Juan Andres Yanes — Age 48. Mr. Yanes was appointed to the Sovereign Board on September 29, 2009 and currently serves as a member of the Executive, CRA and Risk Management Committees of the Board. Mr. Yanes is the Chief Corporate Officer of Santander USA. He joined the Santander organization in 1991 and was involved in Investment Banking, Corporate Finance and Financial Markets until 1999. He was the Global Head of Market Risk from 1999 through 2003. In 2003 he was appointed Deputy CRO for the Grupo Santander Risk Division.

Executive Officers of SHUSA

Certain information, including principal occupation during the past five years, relating to the executive officers of SHUSA, as of the date of this filing is set forth below:

Gabriel S. Jaramillo — Age 60. Mr. Jaramillo became Chairman of the Board, President and Chief Executive Officer of the Company on January 30, 2009 and also currently serves as Chairman of each of the Executive and Risk Management Committees of the Board and as a member of the Compensation Committee of the Board. He has served as a Director of SHUSA since July 16, 2008. Mr. Jaramillo has 34 years of experience within the financial sector and served in various executive positions with Grupo Santander since 1996. Prior to his appointment to the Company, he most recently served as Advisor to the Chairman of Grupo Santander and was President of Banco Santander Brazil.

Edvaldo Morata — Age 46. Mr. Morata was appointed Chief of Staff to the CEO at Sovereign Bank in 2010. He is also a member of the SHUSA Management Executive Committee. Mr. Morata has more than 20 years experience in financial services. He joined the Santander Group in 1996. Most recently, he was Santander’s Chief Executive for Asia in Hong Kong. Previously, he held a number of executive management positions, including head of Asset Management and Private Banking in Brazil and head of Banespa’s International Department when it was acquired by Santander in 2001. Mr. Morata was also a member of the Executive Committee of Santander Brazil. Before joining Santander, Mr. Morata worked for a number of financial institutions including American Express, ING and Citibank.

Juan Guillermo Sabater — Age 41. Mr. Sabater was appointed Chief Financial Officer of the Company in May of 2009. He is also a member of SHUSA Management Executive Committee. Mr. Sabater has 18 years of experience in the banking industry, all of them with Santander. Prior to joining Sovereign Bank, Mr. Sabater worked as a Chief Financial Officer as well in Grupo Santander Chile since September 2006. From 2003 — 2006 Mr. Sabater was the Controller for Grupo Santander’s Consumer Finance Division in Madrid, Spain.

Nuno G. Matos — Age 42. Mr. Matos was appointed as Managing Director of Retail Business Development and SME Banking in 2009. Prior to joining SHUSA, Mr. Matos held a number of senior executive management positions for the Grupo in Europe and South America since joining Santander in 1994. Since 2002, Mr. Matos had worked for Grupo Santander Brazil, where he headed operations and control for the wholesale bank and most recently led the credit and debit card business for both Banco Real and Santander.

Juan Dávila — Age 40. Mr. Dávila was appointed Chief Risk Management Officer for Sovereign Bank in 2009. Prior to his appointment as Chief Risk Management Officer, Mr. Dávila held an executive position in the Bank’s Risk Management Group since he joined the Bank in 2007. From 2004 — 2007, Mr. Dávila served as Chief Risk Officer at Banco Santander, Puerto Rico, responsible for all credit and market risk exposure of the holding company and subsidiaries and was head of the Credit Committee and led a team of more than 125 employees comprising areas of credit, monitoring, market risk, credit policy and risk infrastructure. Mr. Dávila has also held various other senior executive management positions with Banesto, Grupo Santander, including the role of risk manager for the Andalucia Region and manager of the risk analysis center for small businesses.

Kirk W. Walters — Age 54. Mr. Walters is Senior Executive Vice President of SHUSA. Mr. Walters served as interim President and Chief Executive Officer from October 2008 until Sovereign Bank was acquired by Banco Santander on January 30, 2009. Mr. Walters joined Sovereign Bank in February 2008 as Executive Vice President and Chief Financial Officer from Chittenden Corporation. At Chittenden, Mr. Walters served as Executive Vice President and Chief Financial Officer for 12 years. Prior to joining Chittenden, he worked at Northeast Federal Corporation in Hartford, Connecticut, from 1989 to 1995 in a series of executive positions, including Senior Executive Vice President and Chief Financial Officer; and Chairman, President and Chief Executive Officer.

Roy J. Lever — Age 58. Mr. Lever was appointed Managing Director of Retail Banking in 2008. Prior to joining SHUSA, Mr. Lever served nearly 33 years in a variety of senior positions with Bank of America and Fleet Bank. Most recently, from 2003 — 2007, he was a Senior Vice President for Global Consumer and Small Business Banking at Bank of America and where he had responsibility for the Bank of America compliance, risk and operations at more than 6,000 branches.

Patrick J. Sullivan — Age 54. Mr. Sullivan was appointed Managing Director of Commercial Banking in 2008. Prior to being promoted to Managing Director of Commercial Banking, Mr. Sullivan was President and CEO of Massachusetts and New Hampshire. Mr. Sullivan has 30 years of experience in the banking industry and has held a variety of executive and management positions. He joined SHUSA in June of 2000 as Executive Vice President, Managing Director of Commercial Banking and Specialized Lending. Previously, he was President and Chief Executive Officer of Howard Bank.

Jose Castello Orta — Age 48. Mr. Castello was appointed Managing Director of Global Banking and Markets in November of 2009. He is also a member of the SHUSA Management Executive Committee. Mr. Castello has 20 years experience in the financial services industry. He has held a number of executive management positions with the Santander Group. Most recently, he was Head of U.S. Global Corporate Banking for Santander. In 2003 Mr. Castello was the head of Santander’s European and American Multinational Group, and from 2005 — 2009 he was the Head of Corporate and Investment Banking USA.

Eduardo J. Stock — Age 48. Mr. Stock was appointed Managing Director of the Manufacturing Group in March of 2009. He is also a member of the SHUSA Management Executive Committee. Mr. Stock joined Banco Santander in 1993 as head of Treasury and Research for Santander Negócios Portugal. During his tenure at Santander, he held a number of senior executive management positions in the Group’s Portuguese business. Most recently, he served as Chief Financial Officer and head of IT and Operations for Santander Totta, as well as President of Isban Portugal.

Francisco J. Simon — Age 39. Mr. Simon was appointed Managing Director of Human Resources in January of 2009. Prior to joining Sovereign Bank, Mr. Simon worked in the human resources areas of other Santander affiliates. From 2000 — 2003 he served as Coordinator of Human Resources for Santander International Private Banking Groups; from 2003 — 2008 he was Director of Human Resources for Banco Santander Swiss; and from 2008 — 2009 he was Director of Human Resources for Banco Santander, New York. Mr. Simon received his law degree from San Pablo University, where he specialized in Finance, Labor Law and Criminology.

Richard A. Toomey, Jr. — Age 65. Mr. Toomey was appointed General Counsel in 2006. He is also a member of the SHUSA Management Executive Committee. He served as Assistant General Counsel of Sovereign Bank from 2000 to 2006. Prior to joining Sovereign Bank, Mr. Toomey served as Group Senior Counsel of Fleet Financial Group.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires SHUSA’s officers and directors, and any persons owning ten percent or more of SHUSA’s common stock or any class of SHUSA’s preferred stock, to file in their personal capacities initial statements of beneficial ownership, statements of changes in beneficial ownership and annual statements of beneficial ownership with the SEC. Persons filing such beneficial ownership statements are required by SEC regulation to furnish SHUSA with copies of all such statements filed with the SEC. The rules of the SEC regarding the filing of such statements require that “late filings” of such statements be disclosed by SHUSA. Based solely on SHUSA’s review of any copies of such statements received by it, and on written representations from SHUSA’s existing directors and officers that no annual statements of beneficial ownership were required to be filed by such persons, SHUSA believes that all such statements were timely filed in 2009, except for Forms 3, one of which was inadvertently filed late by each of Alberto Sanchez, Juan Davila, Jose Luis Estella, Anthony Terracciano, Fran Simon, Nuno Matos, Keith Morgan, Guillermo Sabater, Richard Toomey, Eduardo Stock and Wolfgang Schoellkopf. Since Santander’s acquisition of SHUSA, none of the filers have owned any of SHUSA’s common stock or shares of any class of SHUSA’s preferred stock.

Code of Ethics

SHUSA adopted a Code of Ethics that applies to the Chief Executive Officer and Senior Financial Officers (including, the Chief Financial Officer, Chief Accounting Officer and Controller of SHUSA and Sovereign Bank). SHUSA undertakes to provide to any person without charge, upon request, a copy of such Code of Ethics by writing to Investor Relations Department, Santander Holdings USA, Inc., 75 State Street, Boston, Massachusetts 02109.

Procedures for Nominations to the SHUSA Board

As noted elsewhere in this Form 10-K, on January 30, 2009, SHUSA became a wholly-owned subsidiary of Santander as a result of the consummation of the transactions contemplated by the Transaction Agreement. Immediately following the effective time of the Santander transaction, because Santander is the sole shareholder of all of SHUSA’s outstanding voting securities, the SHUSA Board no longer has a procedure for security holders to recommend nominees to the SHUSA Board.

Matters Relating to the Audit Committee of the Board

The Audit Committee is currently composed of Marian L. Heard and Wolfgang Schoellkopf. During 2009, Anthony Terracciano was also a member of the Audit Committee. However, he resigned from the Audit Committee on February 1, 2010. It is expected that another director will be appointed as Mr. Terracciano’s successor on the Audit Committee. The Board of Directors designated Messrs. Terracciano (during his service on the Audit Committee) and Schoellkopf as the Audit Committee’s “audit committee financial experts,” as such term is defined by SEC rules and regulations.

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

March 12, 2010

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Gabriel Jaramillo   Gabriel Jaramillo		Chairman of the Board Chief Executive Officer (Principal Executive Officer)		March 12, 2010
/s/ Guillermo Sabater   Guillermo Sabater		Senior Executive Vice President Chief Financial Officer Chief Administration Officer (Principal Financial Officer)		March 12, 2010