NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF
ANY AND ALL OUTSTANDING
9.00% ORIGINAL SUBORDINATED CAPITAL INCOME SECURITIES
(LIQUIDATION AMOUNT $1,000 PER CAPITAL SECURITY)
OF
SOVEREIGN CAPITAL TRUST I
FULLY AND UNCONDITIONALLY GUARANTEED BY
SOVEREIGN BANCORP, INC.
This Notice of Guaranteed Delivery, or one substantially
equivalent to this form, must be used to accept the Exchange
Offer (as defined below) if (i) certificates for the Trust's (as
defined below) 9.00% Original Subordinated Capital Income
Securities (the "Original Capital Securities") are not
immediately available, (ii) Original Capital Securities, the
Letter of Transmittal and all other required documents cannot be
delivered to The Bank of New York (the "Exchange Agent") on or
prior to the Expiration Date (as defined in the Prospectus
referred to below) or (iii) the procedures for delivery by book-
entry transfer cannot be completed on a timely basis. This
Notice of Guaranteed Delivery may be delivered by hand, overnight
courier or mail, or transmitted by facsimile transmission, to the
Exchange Agent. See "The Exchange Offer -Procedures for
Tendering Original Capital Securities" in the Prospectus. In
addition, in order to utilize the guaranteed delivery procedure
to tender Original Capital Securities pursuant to the Exchange
Offer, a completed, signed and dated Letter of Transmittal
relating to the Original Capital Securities (or facsimile
thereof) must also be received by the Exchange Agent on or prior
to the Expiration Date. Capitalized terms not defined herein
have the meanings assigned to them in the Letter of Transmittal.
The Exchange Agent For The Exchange Offer Is:
THE BANK OF NEW YORK
By Registered or Certified Mail: Facsimile Transmissions By Hand or Overnight Delivery
The Bank of New York (Eligible Institutions Only) The Bank of New York
Floor 7E (212) 815-6639 101 Barclay Street
101 Barclay Street Confirm by Telephone: Corporate Trust
New York, NY 10286 (212) 815-2742 Securities Window
Attention: Enrique Lopez, Ground Level
Reorganization Section New York, NY 10286
Attention: Enrique Lopez,
Reorganization Section
Delivery of this Notice of Guaranteed Delivery to an address
other than as set forth above or transmission of this Notice of
Guaranteed Delivery via facsimile to a number other than as set
forth above will not constitute a valid delivery.
THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO
GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL
IS REQUIRED TO BE GUARANTEED BY AN "ELIGIBLE INSTITUTION" UNDER
THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN
THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER
OF TRANSMITTAL.
LADIES AND GENTLEMEN:
The undersigned hereby tenders to Sovereign Capital Trust I,
a Delaware business trust (the "Trust") and to Sovereign Bancorp,
Inc., a Pennsylvania corporation (the "Corporation"), upon the
terms and subject to the conditions set forth in the Prospectus
dated _______________, 1997 (as the same may be amended or
supplemented from time to time, the "Prospectus"), and the
related Letter of Transmittal (which together constitute the
"Exchange Offer"), receipt of which is hereby acknowledged, the
aggregate principal amount of Original Capital Securities set
forth below pursuant to the guaranteed delivery procedures set
forth in the Prospectus under the caption "The Exchange Offer --
Procedures for Tendering Original Capital Securities."
Name(s) of Registered Holder(s):
_________________________________________________________________
Aggregate Liquidation Amount of Original Capital Securities:
$___________________________
Amount Tendered: $__________*
If Original Capital Securities will be tendered by
forwarding a Certificate or Certificates, provide the following
information:
Certificate No(s)
(if available): __________________________
__________________________
Total Liquidation Amount
Represented by Original Capital
Securities Certificate(s):
$________________________
If Original Capital Securities will be tendered by book-entry
transfer, provide the following information:
DTC Account Number: __________________
Date: __________________
* Must be in denominations of a Liquidation Amount of $1,000
and any integral multiple thereof, and not less than
$100,000 aggregate Liquidation Amount.
____________________________________________________________
All authority herein conferred or agreed to be conferred
shall survive the death or incapacity of the undersigned and
every obligation of the undersigned hereunder shall be binding
upon the heirs, personal representatives, successors and assigns
of the undersigned.
_________________________________________________________________
PLEASE SIGN HERE
X_____________________________ _____________________________
X_____________________________ _____________________________
Signature(s) of Owner(s) Date
or Authorized Signatory
Area Code and Telephone Number: __________________
This Notice of Guaranteed Delivery must be signed by the
holder(s) of the Original Capital Securities as their name(s)
appear(s) on certificates for Original Capital Securities or on a
security position listing in the records of DTC, or by person(s)
authorized to become registered Holder(s) by endorsement and
documents transmitted with this Notice of Guaranteed Delivery.
If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer or other person acting in a fiduciary
or representative capacity, such person must set forth his or her
full title below.
Please print name(s) and address(es):
Name(s): __________________________________________________
__________________________________________________
__________________________________________________
Capacity: __________________________________________________
Address(es): __________________________________________________
__________________________________________________
__________________________________________________
THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm or other entity identified in Rule
17Ad-15 under the Securities Exchange Act of 1934, as amended, as
an "eligible guarantor institution," including (as such terms are
defined therein): (i) a bank; (ii) a broker, dealer, municipal
securities broker, municipal securities dealer, government
securities broker or government securities dealer; (iii) a credit
union; (iv) a national securities exchange, registered securities
association or clearing agency; or (v) a savings association that
is a participant in a Securities Transfer Association recognized
program (each of the foregoing being referred to as an "Eligible
Institution"), hereby guarantees to deliver to the Exchange
Agent, at one of its addresses set forth above, either the
Original Capital Securities tendered hereby in proper form for
transfer, or confirmation of the book-entry transfer of such
original Capital Securities to the Exchange Agent's account at
The Depository Trust Company ("DTC"), pursuant to the procedures
for book-entry transfer set forth in the Prospectus, in either
case together with one or more properly completed and duly
executed Letter(s) of Transmittal (or facsimile thereof) and any
other required documents within three business days after the
date of execution of this Notice of Guaranteed Delivery.
The undersigned acknowledges that it must deliver the
Letter(s) of Transmittal and the Original Capital Securities
tendered hereby to the Exchange Agent within the time period set
forth above and that failure to do so could result in a financial
loss to the undersigned.
_________________________ __________________________________
Name of Firm Authorized Signature
_________________________ __________________________________
Address Title
_________________________ __________________________________
Zip Code (Please Type or Print)
_________________________ __________________________________
Area Code and Telephone No. Dated:
NOTE: DO NOT SEND CERTIFICATES FOR ORIGINAL CAPITAL SECURITIES
WITH THIS FORM. CERTIFICATES FOR ORIGINAL CAPITAL SECURITIES
SHOULD ONLY BE SENT WITH YOUR LETTER OF TRANSMITTAL.