SOVEREIGN CAPITAL TRUST I

                    OFFER FOR ALL OUTSTANDING
      9.00% ORIGINAL SUBORDINATED CAPITAL INCOME SECURITIES
                         IN EXCHANGE FOR
      9.00% EXCHANGE SUBORDINATED CAPITAL INCOME SECURITIES

To Our Clients:

     Enclosed for your consideration is a prospectus dated
______, 1997 (the "Prospectus"), and the related letter of
transmittal (the "Letter of Transmittal"), relating to the offer
(the "Exchange Offer") of Sovereign Capital Trust I (the "Trust")
and Sovereign Bancorp, Inc. (the "Corporation") to exchange the
Trust's 9.00% Exchange Subordinated Capital Income Securities
(the "Exchange Capital Securities") for any and all of the
Trust's outstanding 9.00% Original Subordinated Capital Income
Securities (the "Original Capital Securities"), upon the terms
and subject to the conditions described in the Prospectus.  The
Exchange Offer is being made in order to satisfy certain
obligations of the Trust and the Corporation contained in the
registration rights agreement dated March 24, 1997, among the
Trust, the Corporation, and the initial purchasers referred to
therein.

     This material is being forwarded to you as the beneficial
owner of the Original Capital Securities carried by us in your
account but not registered in your name.  A TENDER OF SUCH
ORIGINAL CAPITAL MAY ONLY BE MADE BY US AS THE HOLDER OF RECORD
AND PURSUANT TO YOUR INSTRUCTIONS.  

     Accordingly, we request instructions as to whether you wish
us to tender on your behalf the Original Capital Securities held
by us for your account, pursuant to the terms and conditions set
forth in the enclosed Prospectus and Letter of Transmittal.

     Your instructions should be forwarded to us as promptly as
possible in order to permit us to tender the Original Capital
Securities on your behalf in accordance with the provisions of
the Exchange Offer.  The Exchange Offer shall expire at
5:00 p.m., New York City time, on _________, 1997, or on such
later date or time to which the Corporation or the Trust may
extend the Exchange Offer.  Any Original Capital Securities
tendered pursuant to the Exchange Offer may be withdrawn at any
time before the Expiration Date.

     Your attention is directed to the following:

     1.   The Exchange Offer is for any and all Original Capital
Securities.

     2.   The Exchange Offer is subject to certain conditions set
forth in the Prospectus in the section captioned "The Exchange
Offer -- Conditions to the Exchange Offer."

     3.   Any transfer taxes incident to the transfer of Original
Capital Securities from the holder to the Corporation will be
paid by the Corporation, except as otherwise provided in the
Instructions in the Letter of Transmittal.

     4.   The Exchange Offer expires at 5:00 p.m., New York City
time, on __________, 1997, or on such later date or time to which
the Corporation or the Trust may extend the Exchange Offer.

     If you wish to have us tender your Original Capital
Securities, please so instruct us by completing, executing and
returning to us the instruction form on the back of this letter. 
THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR INFORMATION
ONLY AND MAY NOT BE USED DIRECTLY BY YOU TO TENDER ORIGINAL
CAPITAL SECURITIES.

         INSTRUCTIONS WITH RESPECT TO THE EXCHANGE OFFER

     The undersigned acknowledge(s) receipt of your letter and
the enclosed material referred to therein relating to the
Exchange Offer made by Sovereign Capital Trust I with respect to
its Original Capital Securities.

     This will instruct you to tender the Original Capital
Securities held by you for the account of the undersigned, upon
and subject to the terms and conditions set forth in the
Prospectus and the related Letter of Transmittal.

     Please tender the Original Capital Securities held by you
for my account as indicated below:

                              Aggregate Liquidation Amount at
                              Maturity of Original Capital
                              Securities Tendered

                              __________________________________

9.00% Original Subordinated
Capital Income Securities

[  ] Please do not tender any
     Original Capital Securities
     held by you for my
     account.

Dated: ___________, 1997
                              __________________________________

                              __________________________________
                              Signature(s)

                              __________________________________

                              __________________________________
                              Please print name(s) here

                              __________________________________

                              __________________________________

                              __________________________________
                              Addresses

                              __________________________________
                              Area Code and Telephone Number

                              __________________________________
                              Tax Identification or Social  
                              Security

     None of the Original Capital Securities held by us for your
account will be tendered unless we receive written instructions
from you to do so.  Unless a specific contrary instruction is
given in the space provided, your signature(s) hereon shall
constitute an instruction to us to tender all the Original
Capital Securities held by us for your account.