Prospectus exerpt:  This is an offering by Sovereign Bancorp, Inc. (“Sovereign”) of 8,000,000 depositary shares each representing a 1/1,000th ownership interest in a share of Series C Non-Cumulative Perpetual Preferred Stock of Sovereign, no par value, with a liquidation preference of $25,000 per share (equivalent to $25 per depositary share) (the “Series C Preferred Stock”). As a holder of depositary shares, you will be entitled to all proportional rights and preferences of the Series C Preferred Stock (including dividend, voting, redemption and liquidation rights). You must exercise such rights through the depositary.

Dividends on the Series C Preferred Stock will accrue from the original issue date and will be payable, when, as and if declared by our board of directors or a duly authorized committee of the board, on a non-cumulative basis, quarterly in arrears on the 15th day of February, May, August and November of each year, commencing on August 15, 2006, at a rate equal to 7.30% per annum. If our board of directors or a duly authorized committee of the board has not declared a dividend on the Series C Preferred Stock before the dividend payment date for any dividend period, such dividend shall not be cumulative and shall cease to accrue and be payable, and we will have no obligation to pay dividends accrued for such dividend period, whether or not dividends on the Series C Preferred Stock are declared for any future dividend period.

The Series C Preferred Stock is not redeemable prior to May 15, 2011. On and after that date, the Series C Preferred Stock will be redeemable at our option, subject to the prior approval of the Office of Thrift Supervision (the “OTS”) (or any successor bank regulatory agency having jurisdiction over Sovereign), in whole at any time or in part from time to time, at a redemption price equal to $25,000 per share (equivalent to $25 per depositary share), plus any declared and unpaid dividends, without accumulation of any undeclared dividends. The Series C Preferred Stock will not have any voting rights, except as set forth under “Description of Series C Preferred Stock — Voting Rights” in this prospectus supplement.