Sovereign Bancorp, Inc. 2007 Annual Meeting of Shareholders Thursday, May 3, 2007 Philadelphia, Pennsylvania Forward-Looking Statements This presentation contains statements of Sovereign Bancorp, Inc.’s (the “Company”) strategies, plans and objectives, estimates of future operating results for Sovereign Bancorp, Inc. as well as estimates of financial condition, operating efficiencies, revenue creation and shareholder value These statements and estimates constitute forward-looking statements (within the meaning of the Private Securities Litigation Reform Act of 1995) which involve significant risks and uncertainties. Actual results may differ materially from the results discussed in these forward-looking statements Factors that might cause such a difference include, but are not limited to: general economic conditions, changes in interest rates, deposit flows, loan demand, real estate values, and competition; changes in accounting principles, policies, or guidelines; changes in legislation or regulation; and other economic, competitive, governmental, regulatory, and other technological factors affecting the Company’s operations, pricing, products and services 2 Overview of Sovereign Joe Campanelli President and Chief Executive Officer An Exceptional Franchise Serving the Northeastern United States 18 largest bank in U.S. with $82 billion in assets at March 31st, 2007 th 785 offices & over 2,000 ATM’s Approx. 11,350 team members 5 Largest MSA’s in Northeast U.S. No. of SOV Mkt SOV Offices Share Rank Source: SNL DataSource 4 New York 226 1.98% 10 Philadelphia 86 4.30% 7 Boston 173 6.65% 3 Providence 55 10.58% 3 Hartford 29 4.78% 6 Sovereign’s Vision and Strategy Vision To be recognized by customers and prospects as a customer-centric local community bank with large bank capabilities Strategy To acquire and retain customers by: Demonstrating convenience through our locations, technology and business approach Offering innovative and easy-to-use products and services Providing high-quality customer service that is both responsive and flexible 5 America’s Neighborhood Bank 6 sm Summary of Sovereign’s Business Model Increased emphasis on core commercial and consumer, franchise based businesses; Sovereign does not have any lending units whose principal focus is on sub-prime lending Core Commercial: Commercial Real Estate Mini Perm Conduit C&I Lending Business Banking Core Consumer (within footprint): Home Equity Lending Residential Mortgage Retail Banking • Branch Business Banking • SBA Centralized strategy with a de-centralized delivery structure Community Banking delivery model, each with a Market CEO Local decision making by experienced commercial/retail bankers 7 Specialty Businesses – Regional and National Auto Finance Dealer Floor Plan Indirect Auto Aviation Finance Multi-Family/CRE Health Care/Not-For-Profit Asset Based Lending Business Alliance Capital Corp. Franchise Finance 8 Capital Markets Cash Management Equipment Finance/Leasing Trade Finance Retail Finance Sports Lending Strategic Alliances CVS/Cardtronics Over 1,000 ATMs installed to date First Data Corp. Sovereign Merchant Services Dedicated sales force in excess of 100 ADP Sovereign Payroll Services Dedicated sales force of approximately 225 American Express – OPEN Customer Rewards Program Official card issuer 9 Re-energize Emphasis on Convenience and Customer Service Consumer banking emphasizes convenience and customer service Many markets offer 7-day banking Appointment banking 24/7/365 domestic call centers and internet availability Developing comprehensive strategy to serve a variety of ethnic markets including Hispanic/Latino markets Custom Switching Services 10 Experienced Leadership Team Quality and Depth Years of Experience Prior Institutions Name Business Unit Joe Campanelli President & CEO 25+ Shawmut, Fleet Brendan Dugan Metro New York/New Jersey 30+ EAB Bank, CitiBank Steve Issa New England South & Precious Metals 25+ Bank of Rhode Island, Shawmut Jim Lynch Chairman & CEO, Mid-Atlantic Division 30+ Continental, Prime, Summit, Fleet Larry McAlee Internal Audit Mark McCollom, CPA Chief Financial Officer 20+ Meridian Bank Thomas Nadeau Auto Finance/Consumer Lending 20+ Bay Bank Salvatore Rinaldi Operations & Administration 30+ Fleet, Shawmut M. Robert Rose Risk Management Marshall Soura Global Solutions Group and Marketing Patrick Sullivan New England North & Specialty Businesses 20 30 11 Arthur Anderson, Sovereign Shawmut Bank, BankBoston, Fleet 40+ BankBoston, Bank One, Bank of America 25 Shawmut, BankNorth, Bank of Ireland Objectives for 2007 Execute on four key initiatives to deliver improved quality of earnings, provide greater transparency and understanding of Sovereign’s businesses and strategy, and better position Sovereign for sustainable growth The four initiatives are to: 1. Improve productivity and expense management 2. Improve the capital position and quality of earnings 3. Improve the customer experience 4. Improve communications with all stakeholders 12 Improving Productivity and Expense Management Expense Reduction Initiative Announced in December 2006 Primary focus on: Functional redundancies and operating inefficiencies Products/business lines not meeting profit or strategic goals Leverage economies of scale with vendor supply and service contracts Consolidations of departments Optimization of retail delivery channels While minimizing impact on customer facing activities and organic revenue generation Identified ~$100 million of expense reductions 14 Progress To Date Over 200 cost savings initiatives identified for implementation – all on plan to meet projected savings Targeted reduction in force in excess of 800 FTE positions or 7% reduction in staff 379 team member positions eliminated to date 145 positions open due to turnover have been closed Approximately 400 positions to be eliminated primarily through attrition by Q3 2007 40 non-strategic community banking offices to be closed or consolidated in the 2nd and 3rd quarter Initiatives have company-wide involvement Approved 135 of 339 team member suggestions, resulting in $5.0 million of run-rate savings 15 Expense Reduction Initiative Implementation Anticipate 100% of cost reductions to be realized, on a run rate basis, by the end of 2007: 75% realized by the end of the second quarter of 2007 100% realized by the end of 2007 Over $80 million of expense reductions will be reflected in 2007 financial statements Expense savings are a key component to achieving positive operating leverage in 2007 16 Capital Re-investment in Core Businesses to Continue Sovereign will continue to invest in core commercial and consumer businesses as well as targeted specialty businesses Sovereign will continue to make investments to improve the customer experience Comprehensive review of all bank information systems currently underway Reduction of account opening time More incentives focused on sales and service Revitalization of Community Banking Offices Sovereign intends to direct greater marketing resources toward deposit products in 2007 Sovereign plans to open/relocate up to 40 new community banking offices over the next 2 years – up to 18 in 2007 and 22 in 2008 17 Improving Capital Position and Quality of Earnings Balance Sheet Restructuring – Reduced Reliance on Wholesale Assets and Wholesale Funding Sold about $7.6 billion of assets during the fourth quarter of 2006 and first quarter of 2007: $3.3 billion of correspondent home equity loans $2.5 billion of purchased residential mortgages $1.5 billion of investment securities sold and reinvested $300 million of FHLB stock sold Reduced wholesale funding $9.1 billion during the first quarter of 2007: Reduced higher cost wholesale deposits $1.2 billion Repaid $7.9 billion of short-term borrowings 19 Improved Loan Mix – Result of Balance Sheet Restructuring December 31, 2006 Home Equity 15% Residential Mortgages 28% March 31, 2007 Other Consumer Commercial Auto Real Estate 1% 8% 18% Home Equity 11% C&I 20% Multi-family Other 9% Commercial Commercial Real Estate 21% Residential Mortgages Other Multi-family 25% Commercial 9% 1% 1% Total Commercial Loans 48.7% Total Consumer Loans 51.3% Period-end balances Auto 10% Other Consumer 1% C&I 22% Total Commercial Loans 53.2% Total Consumer Loans 46.8% 1Q07 Loan Sales: $3.3 billion correspondent home equity loans $2.5 billion purchased residential mortgages $1.3 billion multi-family loans 20 Benefits of Restructuring Repositions Sovereign for sustainable growth in core earnings long-term Improves risk profile of balance sheet Improves capital levels Provides investment capital to support organic growth Reduces reliance on purchased assets and wholesale funding, improving quality of balance sheet and income statement Enables management to fully focus attention on building core competencies 21 Improvement In Core Operating Metrics Net interest margin – pro forma annualized benefit of approximately 20 to 25 basis points Net interest margin expanded 10 basis points during the first quarter of 2007 Because of timing of sales, benefit is expected to be fully reflected in 2Q07, partial benefit in 1Q07 Loan to deposit ratio improved to 107% in March 2007 from 119% in December 2006 Improved capital ratios Sovereign Bancorp’s Tier 1 Leverage ratio increased approximately 50 basis points at March 31, 2007 Sovereign Bank’s Total Risk-Based Capital ratio increased approximately 40 basis points at March 31, 2007 22 Improving The Customer Experience Tactical Plans To Improving Customer Experience Improve quality of service Migrated back to domestically based customer service functions Refresher service training for all customer service personnel is underway and will be completed during the second quarter Realign consumer and commercial infrastructure Consolidation of commercial and retail on-line banking • Economies of development • Better customer experience - easier to use, more functionality Rationalize product set Franchise wide roll-out of customer switching services Optimize sales process Increase online usage Expand ATM network Developed partnership with CVS to provide ATM banking services at over 1,000 locations Align advertising and promotion with market needs 24 Core Deposit Growth Strategy Strategy to improve core deposit growth goals: Marketing/Sales • Focus sales force on core deposit acquisition • Implement coordinated, aggressive balance-building campaigns • Align advertising, incentives and communication in support of the core deposit growth goals • Optimize effectiveness of the advertising spend by re-allocating across geographies • Integrate Small Business into marketing plan Products • During the first quarter we streamlined our retail product set by half – 10 checking products to 5 • Increase balance retention by addressing grandfather accounts • Establish standard “everyday good rate” pricing for money market accounts Capabilities • Develop and introduce Partnership Banking Program • Upgrade online account marketing and acquisition capabilities • Seek to leverage “Switch” program 25 Improving Communications with all Stakeholders Improving Communication Management’s responsibility is to share with all key constituents information that is timely, accurate, consistent and concise Key constituents include: Team Members Shareholders Analysts Customers Community leaders Advisory groups Regulators Rating agencies Changes to date – Financial Disclosures: Operating earnings definition Capital ratios streamlined More credit quality detail (C&I, CRE) More deposit detail (wholesale vs. core) 27 What to Expect in 2007 Disciplined and focused approach to increasing the value of our core franchise Increase the rate of household and enterprise acquisition Increase the rate of cross selling and share of wallet Continued formation of a solid capital position Company-wide program to improve our sales culture Continued focus on operational excellence Better, faster and cheaper Continue to increase communications and transparency Both internally and externally 28 Financial Review Mark McCollom Chief Financial Officer 2006 Financial Highlights Net income of $137 million or $.30 per share as compared to $676 million or $1.69 per diluted share in 2005 Operating/cash earnings for EPS purposes of $692 million or $1.48 per share as compared to $716 million or $1.72 per diluted share in 2005 Deposit growth of 40%, including acquisitions; organic deposit growth of 7% Loan growth of 47%, including acquisitions; organic loan growth of 16% Annualized net loan charge-offs of .25%, which excludes .71% of net charge-offs related to the fourth quarter balance sheet restructuring, as compared to .20% in 2005 Announced balance sheet restructuring and expense management initiatives during the fourth quarter of 2006 30 Total Revenue Growth Revenue Growth 12% Annual Growth $2,223 $1,873 $1,539 $379 $1,661 $591 $2,420 $598 $468 $456 $1,160 $1,205 2002 2003 $1,405 2004 Total revenue is defined as net interest income other income before securities transactions 31 $1,632 2005 $1,822 2006 plus total fees and Total Expense Growth Total Expense Growth 12% Annual Growth $1,123 $1,172 $146 $163 $162 $158 $1,792 $189 $1,306 $127 $236 $814 $852 $943 2002 2003 2004 $1,342 $314 $90 $163 $1,089 2005 $1,290 2006 Total expenses includes provision for credit losses , G&A expense and other expense . 2006 provision excludes $296 million related to the fourth quarter balance sheet restructuring. 32 First Quarter of 2007 Highlights Net income of $48 million or $.09 per share, including charges, as compared to $141 million or $.36 per diluted share a year ago Operating/cash earnings for EPS purposes of $180 million or $.35 per share as compared to $155 million or $.38 per diluted share a year ago Balance sheet restructuring completed during first quarter of 2007 Strong loan growth in core commercial and consumer portfolios offset by loan sales as part of balance sheet restructuring Average deposits declined $988 million during the quarter; of this $734 million was planned runoff in higher cost wholesale deposits as we reduced our reliance on these wholesale deposit sources 33 First Quarter of 2007 Highlights Net interest margin expanded 10 basis points from fourth quarter levels to 2.70% G&A expenses declined $25 million or 7% from fourth quarter levels Credit quality continues to meet our expectations Capital ratios expanded within expectations, with most of the ratios expanding in excess of 40 basis points Tier 1 Leverage was 6.25% vs. 5.73% at year-end Tangible equity was 4.2%, up from 3.73% at year-end Received credit rating upgrade from Moody’s to A3 from Baa1 34 Operating Metrics Net Interest Margin 3.00% 2.86% 1Q06 2Q06 2.64% 2.60% 3Q06 4Q06 G&A Expense to Average Assets 2.70% 1Q07 Operating Return on Average Assets 1.8% 1.7% 0.98% 1Q06 0.89% 0.91% 2Q06 3Q06 0.73% 4Q06 0.83% 1Q07 35 1Q06 2Q06 1.6% 1.6% 3Q06 4Q06 1.5% 1Q07 What To Expect In 2007 Upper-single digit year-over-year growth in core commercial and consumer loan categories Reductions in correspondent home equity and residential mortgage lending Mid-single digit year-over-year growth from in-market deposits, offset by declines in wholesale deposits $80 million decline in G&A expenses from fourth quarter levels offset by investment in core franchise Improvement in net charge-offs over last year as result of correspondent home equity portfolio sale, partially offset by anticipated weakening of credit 36 Sovereign Bancorp, Inc. 2007 Annual Meeting of Shareholders Thursday, May 3, 2007 Philadelphia, Pennsylvania Appendix Operating Earnings Per Share This presentation contains financial information determined by methods other than in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) Sovereign’s management uses the non-GAAP measures of Operating Earnings in its analysis of the company’s performance. These measures typically adjust net income determined in accordance with GAAP to exclude the effects of special items, including significant gains or losses that are unusual in nature or are associated with acquiring and integrating businesses, and certain non-cash charges Since certain of these items and their impact on Sovereign’s performance are difficult to predict, management believes presentations of financial measures excluding the impact of these items provide useful supplemental information in evaluating the operating results of Sovereign’s core businesses These disclosures should not be viewed as a substitute for net income determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures, which may be presented by other companies 39 One Non-GAAP Financial Measure Sovereign’s management used the non-GAAP measure of Operating Earnings, and that related per share amounts on their analysis of the company: Provides greater financial transparency Provides useful supplemental information when evaluating Sovereign’s core businesses Operating Earnings represent net income adjusted for aftertax effects of merger-related and integration charges and any other non-recurring charges 40 Reconciliation of Operating Earnings to Reported GAAP Earnings Year Ended December 31, ($ in thousands) Net Income as reported Dividends on preferred stock Net Income available to common shareholders $ $ Net Income available to common shareholders Contingently convertible trust preferred interest expense, net of tax Net Income for EPS purposes Net income for Operating earnings EPS purposes Merger-related and integration costs Provision for loan loss Loss on economic hedge Restructuring of balance sheet Restructuring charges Impairment charge for FNMA and FHLMC preferred stock Proxy and professional fees Non-solicitation expense Operating earnings for EPS purposes Weighted average diluted shares for GAAP EPS Add back of diluted shares for Operating EPS not factored into GAAP diluted shares due to antidilution Adjusted weighted average diluted shares for Operating EPS 2006 136,911 (7,908) 129,003 $ $ 2005 676,160 676,160 2004 $ 453,552 $ 453,552 2003 $ 401,851 $ 401,851 2002 $ 341,985 $ 341,985 129,003 25,360 25,427 21,212 $ 154,363 $ 0.30 $ 701,587 $ 1.69 $ 474,764 1.29 $ 401,851 1.32 $ 341,985 1.17 $ 154,363 $ 0.33 27,574 0.06 200,499 0.43 7,402 0.02 197,799 0.42 51,134 0.11 $ 701,587 $ 1.69 8,284 0.02 $ 453,552 30,134 3,900 1.31 0.09 0.01 $ 401,851 1.32 $ 341,985 10,316 3,900 1.17 0.04 0.01 42,605 0.12 18,838 0.06 20,891 0.06 43,875 9,319 $ 0.09 0.02 691,965 $ 1.48 433,908 $ 0.01 3,788 0.01 716,248 $ 1.72 415,996 33,840 467,748 2,589 415,996 41 $ 551,082 $ 1.59 367,811 (22,823) 344,988 $ 420,689 $ 1.38 305,001 305,001 $ 356,201 $ 1.22 292,991 292,991 Reconciliation of Operating Earnings to Quarter Ended Reported GAAP Earnings Mar. 31 2007 ($ in thousands) Net income/ (loss) as reported $ Dividends on preferred stock 48,059 $ Mar. 31 2006 141,398 (3,650) Net income available to common shareholders 44,409 Contingently convertible trust preferred interest expense, net of tax Net income/ (loss) for EPS purposes $ 44,409 $ 44,409 141,398 $ 0.09 $ 6,327 147,725 $ $ 0.10 $ 147,725 $ 0.36 Non GAAP adjustments to adjust antidilutive EPS Net income available to common shareholders Trust IV expense, net of tax 6,412 Antidilutive net income/ (loss) for operating EPS calculation $ 50,821 $ 50,821 Reconciliation to Operating earnings EPS Net income/ (loss) for Operating earnings EPS purposes Merger related and integration costs 0.00 Loss on restructuring, other employee severance and debt repurchase charges 12,771 0.02 - - ESOP expense related to freezing of plan 0.09 - - (3,860) (0.01) - - (953) (0.00) - - 0.15 - - 43,385 Hedge loss on sale of multifamily loans Gain on redemption of FNMA and FHLMC preferred stock Writedown on correspondent home equity loans 76,394 Proxy and related professional fees (249) Operating earnings for EPS purposes $ Weighted average diluted shares for GAAP EPS Add back of diluted shares for operating EPS not factored into GAAP diluted shares due to antidilution (1) Adjusted weighted average diluted shares for Operating EPS 179,632 (1,819) 0.36 1,323 (0.00) $ 0.35 (0.00) 9,319 $ 155,225 475,115 410,366 34,353 509,468 410,366 0.02 $ 0.38 (1) The conversion of warrants and equity awards and the after-tax add back of Sovereign's contingently convertible trust p referred interest exp ense was excluded from Sovereign's GAAP diluted earnings p er share calculation for the first quarter of 2007 since the result would have been anti-dilutive. However, for op erating earning p urp oses these items are dilutive and as a result they have been added back for op erating earnings and op erating earnings 42 Sovereign Bancorp, Inc.