-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QO/V5LIuMasAezcdMOHTFuoZXpXuWhSziwQvE16ruyu/TGw/SqMGsFRGLLExU0Ja q5lx/+kOvUlR7JvzBerQog== 0001104659-05-049254.txt : 20051020 0001104659-05-049254.hdr.sgml : 20051020 20051020071942 ACCESSION NUMBER: 0001104659-05-049254 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20051020 DATE AS OF CHANGE: 20051020 GROUP MEMBERS: DAVID H. BATCHELDER GROUP MEMBERS: JAMES J. ZEHENTBAUER GROUP MEMBERS: JOEL L. REED GROUP MEMBERS: RALPH V. WHITWORTH GROUP MEMBERS: RELATIONAL COAST PARTNERS, L.P. GROUP MEMBERS: RELATIONAL FUND PARTNERS, L.P. GROUP MEMBERS: RELATIONAL INVESTORS III, L.P. GROUP MEMBERS: RELATIONAL INVESTORS IX, L.P. GROUP MEMBERS: RELATIONAL INVESTORS VIII, L.P. GROUP MEMBERS: RELATIONAL INVESTORS X, L.P. GROUP MEMBERS: RELATIONAL INVESTORS XI, L.P. GROUP MEMBERS: RELATIONAL INVESTORS XII, L.P. GROUP MEMBERS: RELATIONAL INVESTORS XIV, L.P. GROUP MEMBERS: RELATIONAL INVESTORS XV, L.P. GROUP MEMBERS: RELATIONAL INVESTORS, L.P. GROUP MEMBERS: RELATIONAL PARTNERS, L.P. GROUP MEMBERS: RH FUND 1, L.P. GROUP MEMBERS: RH FUND 2, L.P. GROUP MEMBERS: RH FUND 4, L.P. GROUP MEMBERS: RH FUND 6, L.P. GROUP MEMBERS: RH FUND 7, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SOVEREIGN BANCORP INC CENTRAL INDEX KEY: 0000811830 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 232453088 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39453 FILM NUMBER: 051146216 BUSINESS ADDRESS: STREET 1: 2000 MARKET ST CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: 2155574630 MAIL ADDRESS: STREET 1: MC11-900-IR5 STREET 2: 1130 BERKSHIRE BLVD CITY: WYOMISSING STATE: PA ZIP: 19610 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RELATIONAL INVESTORS LLC CENTRAL INDEX KEY: 0001047644 IRS NUMBER: 330694767 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 12400 HIGH BLUFF DRIVE STREET 2: SUITE 600 CITY: SAN DIEGO STATE: CA ZIP: 92130 BUSINESS PHONE: 858.704.3333 MAIL ADDRESS: STREET 1: 12400 HIGH BLUFF DRIVE STREET 2: SUITE 600 CITY: SAN DIEGO STATE: CA ZIP: 92130 SC 13D/A 1 a05-17702_1sc13da.htm SC 13D/A

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

Sovereign Bancorp, Inc.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

845905108

(CUSIP Number)

Ralph V. Whitworth
Relational Investors, LLC
12400 High Bluff Drive, Suite 600
San Diego, CA 92130
(858) 704-3333

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

October 20, 2005

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 845905108

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors, LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 26,357,189

			8.	Shared Voting Power -0-

			9.	Sole Dispositive Power 26,357,189

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 26,357,189

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 7.29%

	14.	Type of Reporting Person (See Instructions) IA/HC/OO

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 4,907,609

			8.	Shared Voting Power -0-

			9.	Sole Dispositive Power 4,907,609

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,907,609

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 1.36%

	14.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Fund Partners, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC/OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 106,221

			8.	Shared Voting Power -0-

			9.	Sole Dispositive Power 106,221

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 106,221

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 0.03%

	14.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Coast Partners, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC/OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 225,875

			8.	Shared Voting Power -0-

			9.	Sole Dispositive Power 225,875

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 225,875

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 0.06%

	14.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Partners, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 99,773

			8.	Shared Voting Power -0-

			9.	Sole Dispositive Power 99,773

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 99,773

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 0.03%

	14.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) RH Fund 1, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC/OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 2,458,721

			8.	Shared Voting Power -0-

			9.	Sole Dispositive Power 2,458,721

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,458,721

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 0.68%

	14.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) RH Fund 2, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC/OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 2,200,552

			8.	Shared Voting Power -0-

			9.	Sole Dispositive Power 2,200,552

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,200,552

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 0.61%

	14.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) RH Fund 4, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 549,431

			8.	Shared Voting Power -0-

			9.	Sole Dispositive Power 549,431

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 549,431

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 0.15%

	14.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) RH Fund 6, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 282,326

			8.	Shared Voting Power -0-

			9.	Sole Dispositive Power 282,326

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 282,326

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 0.08%

	14.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) RH Fund 7, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 166,221

			8.	Shared Voting Power -0-

			9.	Sole Dispositive Power 166,221

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 166,221

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 0.05%

	14.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors III, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 229,212

			8.	Shared Voting Power -0-

			9.	Sole Dispositive Power 229,212

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 229,212

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 0.06%

	14.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors VIII, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 4,720,856

			8.	Shared Voting Power -0-

			9.	Sole Dispositive Power 4,720,856

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,720,856

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 1.31%

	14.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors IX, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 1,925,255

			8.	Shared Voting Power -0-

			9.	Sole Dispositive Power 1,925,255

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,925,255

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 0.53%

	14.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors X, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 2,050,188

			8.	Shared Voting Power -0-

			9.	Sole Dispositive Power 2,050,188

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,050,188

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 0.57%

	14.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors XI, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 1,217,938

			8.	Shared Voting Power -0-

			9.	Sole Dispositive Power 1,217,938

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,217,938

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 0.34%

	14.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors XII, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 241,885

			8.	Shared Voting Power -0-

			9.	Sole Dispositive Power 241,885

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 241,885

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 0.07%

	14.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors XIV, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 855,408

			8.	Shared Voting Power -0-

			9.	Sole Dispositive Power 855,408

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 855,408

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 0.24%

	14.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors XV, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 457,749

			8.	Shared Voting Power -0-

			9.	Sole Dispositive Power 457,749

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 457,749

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 0.13%

	14.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Ralph V. Whitworth

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) NA

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 26,357,189

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 26,357,189

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 26,357,189

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 7.29%

	14.	Type of Reporting Person (See Instructions) IN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) David H. Batchelder

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) NA

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 26,357,189

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 26,357,189

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 26,357,189

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 7.29%

	14.	Type of Reporting Person (See Instructions) IN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Joel L. Reed

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) NA

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 26,357,189

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 26,357,189

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 26,357,189

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 7.29%

	14.	Type of Reporting Person (See Instructions) IN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) James J. Zehentbauer

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) NA

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 26,357,189

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 26,357,189

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 26,357,189

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 7.29%

	14.	Type of Reporting Person (See Instructions) IN

Item 1.	Security and Issuer
This Schedule 13D/A constitutes the second amendment to the Schedule 13D originally filed by the Reporting Persons with the Securities and Exchange Commission on May 26, 2005 (the “Statement”) and amended by Amendment No. 1 filed by the Reporting Persons with the Securities and Exchange Commission on July 7, 2005 (“Amendment ”) with respect to shares of the common stock (the “Shares”) of Sovereign Bancorp, Inc. (the “Company”). Except as specifically amended by this Schedule 13D/A, the Initial Schedule 13D, as amended by the Amendment, remains in full force and effect.

Item 2.	Identity and Background
Item 2 of the Statement is hereby amended and restated as follows: This Statement is being filed by and on behalf of Relational Investors, L.P. (“RILP”), Relational Fund Partners, L.P. (“RFP”), Relational Coast Partners, L.P. (“RCP”), Relational Partners, L.P. (“RP”), RH Fund 1, L.P. (“RH1”), RH Fund 2, L.P. (“RH2”), RH Fund 4, L.P. (“RH4”), RH Fund 6, L.P. (“RH6”), RH Fund 7, L.P. (“RH7”), Relational Investors III, L.P. (“RI III”), Relational Investors VIII, L.P. (“RI VIII”), Relational Investors IX, L.P. (“RI IX”), Relational Investors X, L.P. (“RI X”), Relational Investors XI, L.P. (“RI XI”), Relational Investors XII, L.P. (“RI XII”), Relational Investors XIV, L.P. (“RI XIV”) and Relational Investors XV, L.P. (“RI XV”). Each of RILP, RFP, RCP, RP, RH1, RH2, RH4, RH6, RH7, RI III, RI VIII, RI IX, RI X, RI XI, RI XII, RI XIV and RI XV is a Delaware limited partnership. The principal business of each of RILP, RFP, RCP, RP, RH1, RH2, RH4, RH6, RH7, RI III, RI VIII, RI IX, RI X, RI XI, RI XII, RI XIV and RI XV is investing in securities. This Statement is also being filed by and on behalf of Relational Investors, LLC (“RILLC”), a Delaware limited liability company. The principal business of RILLC is being the sole general partner of RILP, RFP, RCP, RP, RH1, RH2, RH4, RH6, RH7, RI VIII, RI IX, RI XI, RI XII, RI XIV and RI XV and the sole managing member of Relational Asset Management LLC and Relational Investors X GP LLC, which serve as the general partners of RI III and RI X, respectively. RILP, RFP, RCP, RP, RH1, RH2, RH4, RH6, RH7, RI III, RI VIII, RI IX, RI X, RI XI, RI XII, RI XIV, RI XV and certain investment accounts are the beneficial owners of the securities covered by this Statement. Pursuant to the Limited Partnership Agreement of each of RILP, RFP, RCP, RP, RH1, RH2, RH4, RH6, RH7, RI III, RI VIII, RI IX, RI X, RI XI, RI XII, RI XIV and RI XV and the investment management agreement for the accounts managed by RILLC, RILLC has sole investment discretion and voting authority with respect to the securities covered by this Statement. This Statement is also being filed by and on behalf of Ralph V. Whitworth, David H. Batchelder, Joel L. Reed and James J. Zehentbauer. Messrs. Whitworth, Batchelder, Reed and Zehentbauer are the Principals of RILLC, in which capacity they share voting control and dispositive power over the securities covered by this Statement. Messrs. Whitworth, Batchelder, Reed and Zehentbauer, therefore, may be deemed to have shared indirect beneficial ownership of such securities. The present principal occupation of each of Messrs. Whitworth and Batchelder is serving as Principals of RILLC. The present principal occupation of each of Messrs. Reed and Zehentbauer is serving as Principal of Relational Advisors LLC. Messrs. Whitworth, Batchelder, Reed and Zehentbauer, together with RILP, RFP, RCP, RP, RH1, RH2, RH4, RH6, RH7, RI III, RI VIII, RI IX, RI X, RI XI, RI XII, RI XIV, RI XV and RILLC, hereinafter, are referred to as the “Reporting Persons”. During the last five years, none of the Reporting Persons has been (i) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, and as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The business address of each of the Reporting Persons is 12400 High Bluff Drive, Suite 600, San Diego, CA 92130. Messrs. Whitworth, Batchelder, Reed and Zehentbauer are citizens of the United States.

Item 3.	Source and Amount of Funds or Other Consideration
Item 3 of the Statement is hereby amended and restated as follows: Two client accounts managed by RILLC purchased an aggregate of 65,517 Shares for a total consideration (including brokerage commissions) of $1,462,605.75 derived from capital of the managed accounts and margin borrowings from the client margin accounts at Credit Suisse First Boston Corporation (“CSFBC”). The other three accounts managed by RILLC purchased an aggregate of 3,596,452 Shares for a total consideration (including broker commissions) of $80,121,858.40 derived from the capital of the managed accounts. RILP purchased an aggregate of 4,907,609 Shares for total consideration (including brokerage commissions) of $109,523,134.60 derived from the capital of RILP. RFP purchased an aggregate of 106,221 Shares for total consideration (including brokerage commissions) of $2,357,621.78 derived from the capital of RFP and margin borrowings from a margin account at CSFBC. RCP purchased an aggregate of 225,875 Shares for total consideration (including brokerage commissions) of $4,990,231.32

derived from the capital of RCP and margin borrowings from a margin account at CSFBC.

RP purchased an aggregate of 99,773 Shares for total consideration (including brokerage commissions) of $2,221,484.20 derived from the capital of RP.

RH1 purchased an aggregate of 2,458,721 Shares for total consideration (including brokerage commissions) of $54,649,248.54 derived from the capital of RH1 and margin borrowings from a margin account at CSFBC.

RH2 purchased an aggregate of 2,200,552 Shares for total consideration (including brokerage commissions) of $48,880,854.00 derived from the capital of RH2 and margin borrowings from a margin account at CSFBC.

RH4 purchased an aggregate of 549,431 Shares for total consideration (including brokerage commissions) of $12,172,814.80 derived from the capital of RH4.

RH6 purchased an aggregate of 282,326 Shares for total consideration (including brokerage commissions) of $6,226,180.88 derived from the capital of RH6.

RH7 purchased an aggregate of 166,221 Shares for total consideration (including brokerage commissions) of $3,656,253.99 derived from the capital of RH7.

RI III purchased an aggregate of 229,212 Shares for total consideration (including brokerage commissions) of $5,070,068.71 derived from the capital of RI III.

RI VIII purchased an aggregate of 4,720,856 Shares for total consideration (including brokerage commissions) of $103,931,860.00 derived from the capital of RI VIII.

RI IX purchased an aggregate of 1,925,255 Shares for total consideration (including brokerage commissions) of $42,418,049.21 derived from the capital of RI IX.

RI X purchased an aggregate of 2,050,188 Shares for total consideration (including brokerage commissions) of $44,576,774.88 derived from the capital of RI X.

RI XI purchased an aggregate of 1,217,938 Shares for total consideration (including brokerage commissions) of $27,337,088.30 derived from the capital of RI XI.

RI XII purchased an aggregate of 241,885 Shares for total consideration (including brokerage commissions) of $5,431,487.48 derived from the capital of RI XII.

RI XIV purchased an aggregate of 855,408 Shares for total consideration (including brokerage commissions) of $18,849,342.85 derived from the capital of RI XIV. RI XV purchased an aggregate of 457,749 Shares for total consideration (including brokerage commissions) of $9,838,965.57 derived from the capital of RI XV. Interest on the margin debt balance of each of the margin accounts described above is charged at the then Federal Funds Rate plus 50 basis points. CSFBC has a lien on the Shares held by two of the five accounts managed by RILLC and those held by each of RFP, RCP, RH1 and RH2 to secure repayment of the margin borrowings described above.

Item 4.	Purpose of Transaction
Item 4 of the Statement is hereby amended by adding the following after the final paragraph thereof: On October 20, 2005, the Reporting Persons filed preliminary proxy materials with the SEC regarding their intention to nominate two individuals for election to the Company’s board of directors at the Company’s 2006 annual meeting of shareholders. The Reporting Persons will hold a Shareholder Value Forum at 10:00 am (Eastern time) on November 8, 2005 in New York City, at which the Reporting Persons will expand on the issues raised in this Statement and discuss in greater detail why the Reporting Persons believe that the Shares have traded at a discount relative to Shares of the Company’s peers. The Reporting Persons will also address what they believe are conflicts of interest of certain directors and poor corporate governance practices of the Company’s board of directors, including highly unusual compensation programs and related party transactions, approved or condoned by the board of directors and from which members of the board of directors have benefited. The Reporting Persons believe that the Company’s board has not been held accountable for its practices and therefore the Reporting Persons invite all shareholders to participate in what the Reporting Persons believe will be a very informative and enlightening discussion. Details about participating in the Shareholder Value Forum are set forth in the Shareholder Value Forum Invitation, a copy of which is attached as Exhibit C. On October 20, 2005, RILLC will submit an application to the Pennsylvania Department of Banking under Section 112 of the Pennsylvania Banking Code of 1965 seeking approval, insofar as required under Section 112, to solicit proxy authority to vote more than ten percent (10%) of the outstanding shares of the Company for the purpose of electing two nominees to the board of directors of the Company.

Item 5.

Interest in Securities of the Issuer

Item 5 of this Statement is hereby amended and restated as follows:

(a) As of the date of this Statement, the Reporting Persons beneficially owned in the aggregate 26,357,189 Shares, constituting 7.29% of the outstanding Shares. The percentages of Shares reported herein are based upon 361,669,914 Shares outstanding on July 31, 2005, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the Quarterly Period ended June 30, 2005. The percentages of the outstanding shares held by the Reporting Persons set forth in this Statement do not give effect to the repurchase of approximately 8 million Shares by the Company as announced by the Company on October 4, 2005. The Reporting Persons may be deemed to have direct beneficial ownership of the Shares as follows:

NAME	NUMBER OF SHARES	PERCENT OF OUTSTANDING SHARES

RILLC	3,661,969	1.01	%

RILP	4,907,609	1.36	%

RFP	106,221	0.03	%

RCP	225,875	0.06	%

RP	99,773	0.03	%

RH1	2,458,721	0.68	%

RH2	2,200,552	0.61	%

RH4	549,431	0.15	%

RH6	282,326	0.08	%

RH7	166,221	0.05	%

RI III	229,212	0.06	%

RI VIII	4,720,856	1.31	%

RI IX	1,925,255	0.53	%

RI X	2,050,188	0.57	%

RI XI	1,217,938	0.34	%

RI XII	241,885	0.07	%

RI XIV	855,408	0.24	%

RI XV	457,749	0.13	%

RILLC, in its capacity as an investment advisor, may be deemed to possess direct beneficial ownership of the 3,661,969 Shares that are owned by its clients and held in accounts it manages. Additionally, RILLC, as the sole general partner of each of

RILP, RFP, RCP, RP, RH1, RH2, RH4, RH6, RH7, RI VIII, RI IX, RI XI, RI XII, RI XIV and RI XV (collectively, the “Relational LPs”), and as the sole managing member of the general partners of RI III and RI X, may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) the 26,357,189 Shares beneficially owned by RILP, RFP, RCP, RP, RH1, RH2, RH4, RH6, RH7, RI III, RI VIII, RI IX, RI X, RI XI, RI XII, RI XIV and RI XV because the limited partnership agreements of the Relational LPs and the investment management agreement for the accounts managed by RILLC specify that RILLC has sole investment discretion and voting authority with respect to those Shares.

Each of Messrs. Whitworth, Batchelder, Reed and Zehentbauer, as Principals of RILLC, may be deemed to share indirect beneficial ownership of the Shares which RILLC may beneficially own. Each of Messrs. Whitworth, Batchelder, Reed and Zehentbauer disclaims beneficial ownership of such Shares for all other purposes.

To the best of knowledge of each of the Reporting Persons, other than as set forth above, none of the persons named in Item 2 is the beneficial owner of any Shares.

(b) RILP has the sole power to vote or direct the vote of 4,907,609 Shares and the sole power to dispose or direct the disposition of such Shares.

RFP has the sole power to vote or direct the vote of 106,221 Shares and the sole power to dispose or direct the disposition of such Shares.

RCP has the sole power to vote or direct the vote of 225,875 Shares and the sole power to dispose or direct the disposition of such Shares.

RP has the sole power to vote or direct the vote of 99,773 Shares and the sole power to dispose or direct the disposition of such Shares.

RH1 has the sole power to vote or direct the vote of 2,458,721 Shares and the sole power to dispose or direct the disposition of such Shares.

RH2 has the sole power to vote or direct the vote of 2,200,552 Shares and the sole power to dispose or direct the disposition of such Shares.

RH4 has the sole power to vote or direct the vote of 549,431 Shares and the sole power to dispose or direct the disposition of such Shares.

RH6 has the sole power to vote or direct the vote of 282,326 Shares and the sole power to dispose or direct the disposition of such Shares.

RH7 has the sole power to vote or direct the vote of 166,221 Shares and the sole power to dispose or direct the disposition of such Shares.

RI III has the sole power to vote or direct the vote of 229,212 Shares and the sole power to dispose or direct the disposition of such Shares.

RI VIII has the sole power to vote or direct the vote of 4,720,856 Shares and the sole power to dispose or direct the disposition of such Shares.

RI IX has the sole power to vote or direct the vote of 1,925,255 Shares and the sole power to dispose or direct the disposition

of such Shares.

RI X has the sole power to vote or direct the vote of 2,050,188 Shares and the sole power to dispose or direct the disposition of such Shares.

RI XI has the sole power to vote or direct the vote of 1,217,938 Shares and the sole power to dispose or direct the disposition of such Shares.

RI XII has the sole power to vote or direct the vote of 241,885 Shares and the sole power to dispose or direct the disposition of such Shares.

RI XIV has the sole power to vote or direct the vote of 855,408 Shares and the sole power to dispose or direct the disposition of such Shares.

RI XV has the sole power to vote or direct the vote of 457,749 Shares and the sole power to dispose or direct the disposition of such Shares.

RILLC has the sole power to vote or direct the vote of 3,661,969 Shares held by accounts which it manages, and the sole power to dispose or direct the disposition of such Shares. In addition, RILLC, as sole general partner of RILP, RFP, RCP, RP, RH1, RH2, RH4, RH6, RH7, RI VIII, RI IX, RI XI, RI XII, RI XIV and RI XV and as the sole managing member of the general partners of RI III and RI X, may be deemed to have the sole power to vote or direct the vote of 22,695,220 Shares held by such Reporting Persons, and the sole power to dispose or direct the disposition of such Shares.

Messrs. Batchelder, Whitworth, Reed and Zehentbauer, as the Principals of RILLC, may be deemed to share the power to vote or to direct the vote and to dispose or to direct the disposition of the 26,357,189 Shares beneficially owned by the Reporting Persons.

(c) Information concerning transactions in the Shares by the Reporting Persons during the last 60 days is set forth in Exhibit A filed with this Statement.

(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares covered by this Statement, except that dividends from, and proceeds from the sale of, the Shares held by the account managed by RILLC may be delivered to such account and a portion of profits, if any, may be paid to a consultant as further described in Item 6 below.

(e) Not applicable.

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
	Item 6 of this Statement is hereby amended and restated as follows:
Except for the joint filing agreement between and among the Reporting Persons attached as Exhibit E hereto, and except for the investment discretion and voting authority described in Item 2 and in the respective partnership agreements of RILP, RFP, RCP, RP, RH1, RH2, RH4, RH6, RH7, RI III, RI VIII, RI IX, RI X, RI XI, RI XII, RI XIV and RI XV which each contain provisions whereby RILLC may, after certain adjustments, receive a percentage of realized or unrealized profits, if any, derived from that partnership’s investments, to the best of knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons or between the Reporting Persons and any other person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. RILLC has an agreement with Castle Creek Financial LLC to provide consulting services with respect to evaluating the Reporting Persons’ investment in the Company’s common shares. In exchange for these services Castle Creek Financial will receive a fee based on a percentage of the Reporting Persons’ net profits over a hurdle rate from its investment in the Company’s common shares, if any.
Item 7.	Material to Be Filed as Exhibits
The following Exhibits are filed herewith: Exhibit A – Information concerning transactions in the Shares effected by the Reporting Persons in the last 60 days. Exhibit B – Shareholder Forum Press Release. Exhibit C – Shareholder Forum Invitation. Exhibit D – Books and Records Request Letter. Exhibit E – Joint Filing Agreement, dated October 19, 2005 Exhibit F – Customer Agreement with Credit Suisse First Boston Corporation (previously filed as Exhibit B of the Schedule 13D filed by the Reporting Persons on May 26, 2005).

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: October 20, 2005

RELATIONAL INVESTORS, L.P.

RELATIONAL FUND PARTNERS, L.P.

RELATIONAL COAST PARTNERS, L.P.

RELATIONAL PARTNERS, L.P.

RH FUND 1, L.P.

RH FUND 2, L.P.

RH FUND 4, L.P.

RH FUND 6, L.P.

RH FUND 7, L.P.

RELATIONAL INVESTORS III, L.P.

RELATIONAL INVESTORS VIII, L.P.

RELATIONAL INVESTORS IX, L.P.

RELATIONAL INVESTORS X, L.P.

RELATIONAL INVESTORS XI, L.P.

RELATIONAL INVESTORS XII, L.P.

RELATIONAL INVESTORS XIV, L.P.

RELATIONAL INVESTORS XV, L.P.

By:	RELATIONAL INVESTORS, LLC
	as general partner to each, except as the sole managing member of the general partners of Relational Investors III, L.P. and Relational Investors X, L.P.

		By:	/s/ Ralph V. Whitworth
			Ralph V. Whitworth, Principal

RELATIONAL INVESTORS, LLC

		By:	/s/ Ralph V. Whitworth
			Ralph V. Whitworth, Principal


/s/ Ralph V. Whitworth
Ralph V. Whitworth


/s/ David H. Batchelder
David H. Batchelder


/s/ Joel L. Reed
Joel L. Reed


/s/ James J. Zehentbauer
James J. Zehentbauer

EX-99.A 2 a05-17702_1ex99da.htm EX-99.A

Exhibit 99.A

TRANSACTIONS BY REPORTING PERSONS DURING THE LAST 60 DAYS

Beneficial Ownership	Purchase or Sale	Quantity	Transaction Date	Price per Share (including commission)		How Effected
Relational Coast Partners, L.P.	Purchase	551	10/4/2005	$	21.72	Open Market
Relational Coast Partners, L.P.	Purchase	1,023	10/5/2005	$	21.79	Open Market
Relational Coast Partners, L.P.	Purchase	675	10/6/2005	$	21.72	Open Market
Relational Coast Partners, L.P.	Purchase	681	10/7/2005	$	21.66	Open Market
Relational Coast Partners, L.P.	Purchase	123	10/10/2005	$	21.46	Open Market
Relational Fund Partners, L.P.	Purchase	15	10/4/2005	$	21.72	Open Market
Relational Fund Partners, L.P.	Purchase	29	10/5/2005	$	21.79	Open Market
Relational Fund Partners, L.P.	Purchase	19	10/6/2005	$	21.72	Open Market
Relational Fund Partners, L.P.	Purchase	13	10/7/2005	$	21.66	Open Market
Relational Investors III, L.P.	Purchase	2,196	10/4/2005	$	21.72	Open Market
Relational Investors III, L.P.	Purchase	4,075	10/5/2005	$	21.79	Open Market
Relational Investors III, L.P.	Purchase	2,145	10/6/2005	$	21.72	Open Market
Relational Investors LLC	Purchase	11,968	10/4/2005	$	21.72	Open Market
Relational Investors LLC	Purchase	1,335	10/4/2005	$	21.72	Open Market
Relational Investors LLC	Purchase	903	10/4/2005	$	21.72	Open Market
Relational Investors LLC	Purchase	19	10/4/2005	$	21.72	Open Market
Relational Investors LLC	Purchase	22,211	10/5/2005	$	21.79	Open Market
Relational Investors LLC	Purchase	2,478	10/5/2005	$	21.79	Open Market
Relational Investors LLC	Purchase	800	10/5/2005	$	21.79	Open Market
Relational Investors LLC	Purchase	36	10/5/2005	$	21.79	Open Market
Relational Investors LLC	Purchase	14,662	10/6/2005	$	21.72	Open Market
Relational Investors LLC	Purchase	1,636	10/6/2005	$	21.72	Open Market
Relational Investors LLC	Purchase	24	10/6/2005	$	21.72	Open Market
Relational Investors LLC	Purchase	14,789	10/7/2005	$	21.66	Open Market
Relational Investors LLC	Purchase	1,650	10/7/2005	$	21.66	Open Market
Relational Investors LLC	Purchase	24	10/7/2005	$	21.66	Open Market
Relational Investors LLC	Purchase	11,857	10/10/2005	$	21.46	Open Market
Relational Investors LLC	Purchase	1,323	10/10/2005	$	21.46	Open Market
Relational Investors LLC	Purchase	12	10/10/2005	$	21.46	Open Market
Relational Investors LLC	Purchase	14,831	10/11/2005	$	21.18	Open Market
Relational Investors LLC	Purchase	1,655	10/11/2005	$	21.18	Open Market
Relational Investors LLC	Purchase	14,831	10/12/2005	$	21.02	Open Market
Relational Investors LLC	Purchase	1,655	10/12/2005	$	21.02	Open Market
Relational Investors LLC	Purchase	17,798	10/13/2005	$	21.17	Open Market
Relational Investors LLC	Purchase	1,986	10/13/2005	$	21.17	Open Market
Relational Investors LLC	Purchase	26,145	10/14/2005	$	21.61	Open Market
Relational Investors LLC	Purchase	2,917	10/14/2005	$	21.61	Open Market
Relational Investors X, L.P.	Purchase	121,076	10/4/2005	$	21.72	Open Market
Relational Investors X, L.P.	Purchase	224,701	10/5/2005	$	21.79	Open Market
Relational Investors X, L.P.	Purchase	148,322	10/6/2005	$	21.72	Open Market
Relational Investors X, L.P.	Purchase	149,608	10/7/2005	$	21.66	Open Market
Relational Investors X, L.P.	Purchase	119,952	10/10/2005	$	21.46	Open Market
Relational Investors X, L.P.	Purchase	150,041	10/11/2005	$	21.18	Open Market
Relational Investors X, L.P.	Purchase	150,041	10/12/2005	$	21.02	Open Market

Relational Investors X, L.P.	Purchase	180,048	10/13/2005	$	21.17	Open Market
Relational Investors X, L.P.	Purchase	48,787	10/14/2005	$	21.61	Open Market
Relational Investors XI, L.P.	Purchase	44,577	10/4/2005	$	21.72	Open Market
Relational Investors XI, L.P.	Purchase	19,638	10/5/2005	$	21.79	Open Market
Relational Investors XV, L.P.	Purchase	36,745	10/4/2005	$	21.72	Open Market
Relational Investors XV, L.P.	Purchase	68,194	10/5/2005	$	21.79	Open Market
Relational Investors XV, L.P.	Purchase	45,014	10/6/2005	$	21.72	Open Market
Relational Investors XV, L.P.	Purchase	45,405	10/7/2005	$	21.66	Open Market
Relational Investors XV, L.P.	Purchase	36,404	10/10/2005	$	21.46	Open Market
Relational Investors XV, L.P.	Purchase	45,536	10/11/2005	$	21.18	Open Market
Relational Investors XV, L.P.	Purchase	45,536	10/12/2005	$	21.02	Open Market
Relational Investors XV, L.P.	Purchase	54,643	10/13/2005	$	21.17	Open Market
Relational Investors XV, L.P.	Purchase	80,272	10/14/2005	$	21.61	Open Market
RH Fund 1, L.P.	Purchase	15,311	10/4/2005	$	21.72	Open Market
RH Fund 1, L.P.	Purchase	28,414	10/5/2005	$	21.79	Open Market
RH Fund 1, L.P.	Purchase	18,756	10/6/2005	$	21.72	Open Market
RH Fund 1, L.P.	Purchase	18,919	10/7/2005	$	21.66	Open Market
RH Fund 1, L.P.	Purchase	15,168	10/10/2005	$	21.46	Open Market
RH Fund 1, L.P.	Purchase	18,973	10/11/2005	$	21.18	Open Market
RH Fund 1, L.P.	Purchase	18,973	10/12/2005	$	21.02	Open Market
RH Fund 1, L.P.	Purchase	22,768	10/13/2005	$	21.17	Open Market
RH Fund 1, L.P.	Purchase	33,448	10/14/2005	$	21.61	Open Market
RH Fund 4, L.P.	Purchase	11,418	10/4/2005	$	21.72	Open Market
RH Fund 4, L.P.	Purchase	21,190	10/5/2005	$	21.79	Open Market
RH Fund 4, L.P.	Purchase	13,987	10/6/2005	$	21.72	Open Market
RH Fund 4, L.P.	Purchase	14,109	10/7/2005	$	21.66	Open Market
RH Fund 4, L.P.	Purchase	11,312	10/10/2005	$	21.46	Open Market
RH Fund 4, L.P.	Purchase	14,149	10/11/2005	$	21.18	Open Market
RH Fund 4, L.P.	Purchase	14,149	10/12/2005	$	21.02	Open Market
RH Fund 4, L.P.	Purchase	16,979	10/13/2005	$	21.17	Open Market
RH Fund 4, L.P.	Purchase	24,943	10/14/2005	$	21.61	Open Market
RH Fund 6, L.P.	Purchase	2,088	10/4/2005	$	21.72	Open Market
RH Fund 6, L.P.	Purchase	3,874	10/5/2005	$	21.79	Open Market
RH Fund 6, L.P.	Purchase	2,557	10/6/2005	$	21.72	Open Market
RH Fund 6, L.P.	Purchase	2,580	10/7/2005	$	21.66	Open Market
RH Fund 6, L.P.	Purchase	2,068	10/10/2005	$	21.46	Open Market
RH Fund 6, L.P.	Purchase	2,587	10/11/2005	$	21.18	Open Market
RH Fund 6, L.P.	Purchase	2,587	10/12/2005	$	21.02	Open Market
RH Fund 6, L.P.	Purchase	3,104	10/13/2005	$	21.17	Open Market
RH Fund 6, L.P.	Purchase	4,560	10/14/2005	$	21.61	Open Market
RH Fund 7, L.P.	Purchase	1,798	10/4/2005	$	21.72	Open Market
RH Fund 7, L.P.	Purchase	3,337	10/5/2005	$	21.79	Open Market
RH Fund 7, L.P.	Purchase	2,203	10/6/2005	$	21.72	Open Market
RH Fund 7, L.P.	Purchase	2,222	10/7/2005	$	21.66	Open Market
RH Fund 7, L.P.	Purchase	1,781	10/10/2005	$	21.46	Open Market
RH Fund 7, L.P.	Purchase	2,228	10/11/2005	$	21.18	Open Market
RH Fund 7, L.P.	Purchase	2,228	10/12/2005	$	21.02	Open Market
RH Fund 7, L.P.	Purchase	2,674	10/13/2005	$	21.17	Open Market
RH Fund 7, L.P.	Purchase	3,928	10/14/2005	$	21.61	Open Market

EX-99.B 3 a05-17702_1ex99db.htm EX-99.B

Exhibit 99.B

		PRESS RELEASE

		For more information contact:
		Sandi Christian
		(858) 704-3335
		slc@rillc.com

RELATIONAL INVESTORS SEEKS BOARD SEATS

SETS FORUM TO ADDRESS SHARE PRICE

SHAREHOLDER VALUE FORUM SCHEDULED FOR NOVEMBER 8, 2005

SAN DIEGO, CA, October 20, 2005 - Relational Investors LLC (“Relational”) announced today that it will hold a Shareholder Value Forum for shareholders of Sovereign Bancorp, Inc. (“Sovereign”) on Tuesday, November 8, 2005, in New York City. Also today, Relational filed preliminary proxy materials with the SEC describing its plan to nominate two of its principals, Mr. Ralph V. Whitworth and Mr. David H. Batchelder for election to Sovereign’s board of directors.

Relational is Sovereign’s largest shareholder, with 26,357,189 shares of common stock, or 7.29% of Sovereign’s outstanding common stock.

At the Forum, which will begin at 10:00 a.m. (EST), a panel comprising Mr. Whitworth, Mr. Batchelder, Mr. John Eggemeyer of Castle Creek Financial LLC, and Mr. Tony Terracciano will address Sovereign’s persistent share price trading discount. Relational will also describe its reasons for urging Sovereign’s shareholders to elect new and truly independent directors to Sovereign’s board.

To register for the Forum, please contact Maudie Holland at (858) 704-3321 or email her at maudie@rillc.com.

About Relational Investors

Relational Investors LLC is an asset management firm located in San Diego, California managing $6.0 billion. Additional information about Relational is available on their website at www.rillc.com.

Further Information About Relational’s Preliminary Proxy Materials

proxy statement relating to their nomination of Messrs. Whitworth and Batchelder and may file other proxy solicitation materials.
SHAREHOLDERS ARE URGED TO READ THE PRELIMINARY PROXY STATEMENT (AND THE DEFINITIVE PROXY STATEMENT, WHEN IT BECOMES AVAILABLE) BECAUSE IT CONTAINS IMPORTANT INFORMATION REGARDING RELATIONAL’S NOMINATION OF MESSRS. WHITWORTH AND BATCHELDER FOR ELECTION AS DIRECTORS. The preliminary proxy statement is, and the definitive proxy statement (when it becomes available) will be, available for free at www.sec.gov, along with any other relevant documents. You may also obtain a free copy of the preliminary proxy statement, or the definitive proxy statement (when it becomes available), by contacting Maudie Holland of Relational at (858) 704-3321, or by sending an email to maudie@rillc.com. Information regarding the names, affiliation, and interests of persons who may be deemed to be participants in our solicitation of proxies of Sovereign’s shareholders is available in the preliminary proxy statement filed with the SEC on October 20, 2005.

###

EX-99.C 4 a05-17702_1ex99dc.htm EX-99.C

Exhibit 99.C

SOVEREIGN BANCORP SHAREHOLDER VALUE FORUM

New York City

Tuesday, November 8, 2005

10:00 AM – 12:00 noon (EST)

Re: Sovereign Bancorp, Inc. (NYSE:SOV)

Relational Investors LLC (“Relational”), a 7.29% institutional shareholder of Sovereign Bancorp, Inc. (“Sovereign”) and Sovereign’s largest shareholder, cordially invites you to attend a Shareholder Value Forum. The Forum to be held in New York City on November 8^th will address the causes of and possible remedies for Sovereign’s persistent share price trading discount. Relational will also explain why it is urging Sovereign’s shareholders to elect new and truly independent directors to Sovereign’s board.

Relational is an asset management firm located in San Diego, California managing $6.0 billion. See Relational’s website at www.rillc.com for more information.

The Forum’s panel will comprise Relational Principals, Ralph Whitworth and David Batchelder, and industry experts Mr. John Eggemeyer of Castle Creek Financial LLC and Mr. Tony Terracciano.

Sovereign’s management and directors have been invited to participate in this Forum.

TO REGISTER TO ATTEND THE NOVEMBER 8^TH FORUM IN PERSON:

Please send an email to maudie@rillc.com or return this page via fax to (858) 704-3344. Maudie Holland can be reached at
(858) 704-3321 if you have any questions.

Name:

Title:

Function (e.g. portfolio manager, analyst, etc.):

Company:

Address:

Telephone:

Fax:

E-mail:

Further Information About Relational’s Preliminary Proxy Materials

On October 20, 2005, Relational Investors LLC (“Relational”), together with a number of affiliated persons and entities that may be deemed “participants” for purposes of the solicitation rules of the Securities and Exchange Commission (“SEC”), filed a preliminary proxy statement on Schedule 14A with the SEC relating to a possible solicitation of proxies from the shareholders of Sovereign Bancorp, Inc. (“Sovereign”) in connection with Relational’s nomination of Ralph Whitworth and David Batchelder for election to Sovereign’s board of directors at Sovereign’s 2006 Annual Meeting of shareholders. Relational will prepare and file with the SEC a definitive proxy statement relating to their nomination of Messrs. Whitworth and Batchelder and may file other proxy solicitation materials. SHAREHOLDERS ARE URGED TO READ THE PRELIMINARY PROXY STATEMENT (AND THE DEFINITIVE PROXY STATEMENT, WHEN IT BECOMES AVAILABLE) BECAUSE IT CONTAINS IMPORTANT INFORMATION REGARDING RELATIONAL’S NOMINATION OF MESSRS. WHITWORTH AND BATCHELDER FOR ELECTION AS DIRECTORS. The preliminary proxy statement is, and the definitive proxy statement (when it becomes available) will be, available for free at www.sec.gov, along with any other relevant documents. You may also obtain a free copy of the preliminary proxy statement, or the definitive proxy statement (when it becomes available), by contacting Maudie Holland of Relational at (858) 704-3321, or by sending an email to maudie@rillc.com. Information regarding the names, affiliation, and interests of persons who may be deemed to be participants in our solicitation of proxies of Sovereign’s shareholders is available in the preliminary proxy statement filed with the SEC on October 20, 2005.

EX-99.D 5 a05-17702_1ex99dd.htm EX-99.D

Exhibit 99.D

VIA OVERNIGHT MAIL

October 20, 2005

Mr. Daniel K. Rothermel

Lead Director

Sovereign Bancorp, Inc.

Centre Square East

1500 Market Street, ML 400

Philadelphia, PA 19102

Dear Mr. Rothermel:

RE: BOOKS & RECORDS REQUEST

When we met with you and the Board of Directors (the “Board”) on May 23, 2005, we requested certain information about Sovereign Bancorp, Inc. (together with Sovereign Bank and its other subsidiaries, the “Company”). As of the date of this letter, we have not received a response.

As such, we are considering submitting a formal written request for books and records, to which we are entitled pursuant to the shareholder rights provided in Section 1508 of the Pennsylvania Business Corporation Act. Prior to undertaking this request, however, we believe it is appropriate to, once again, provide you and the Board an opportunity to respond and voluntarily provide the requested information.

Our concerns relate to the Company’s vague disclosure, accelerating growth, and sheer magnitude of loans from the bank to the Company’s directors and/or executive officers and their affiliates as that term is defined by the SEC (hereinafter “Directors and/or Executive Officers”). We are also highly concerned about the number, size, and vague disclosure of business transactions and payments between the Company and its Directors.

The Company’s 2005 proxy statement states that directors may benefit from preferential terms from Sovereign Bank with respect to interest rates and loan fees on consumer and residential mortgage loans. There is no disclosure as to whether or not Directors have received such personal benefits and, if so, the terms of such arrangements.

Of particular concern is the rapidly accelerating number and size of related party loans to Directors and Executive Officers. Since 1999, there has been a 1,922% increase in related party loans, from $4.7 million to $94.1 million, to Directors and Executive Officers according to public filings the Company made with the Office of Thrift Supervision. It is our understanding

from discussions with the Company’s chief financial officer that as of June 30, 2005, loans to Executive Officers totaled approximately $4.3 million. This implies that, as of that date, loans to so-called independent Directors totaled approximately $89.8 million, or 95%, of the total amount of Sovereign’s reported related party loans.

The Company’s public disclosures are woefully insufficient. It is impossible to determine which Directors have taken these loans or how much they borrowed. We also cannot determine which Directors benefit from preferential interest rates and terms on consumer and residential mortgage loans, or whether the loans were made at market rates and on standard terms and conditions. Loans – especially loans that large – made to directors create serious conflicts of interest. This conflict is compounded if the underlying credit quality for such loans deteriorates. We believe that such loans can severely compromise Directors’ independence and therefore require detailed disclosure. This information is material to shareholders’ purchase and sale decisions and their voting decisions on directors.

For us to (i) evaluate the propriety and fairness of these loans and other transactions, (ii) assess their affect on the independence of the directors and the board, and (iii) review the adequacy of disclosure regarding these transactions, we request that you furnish the following documents and information:

1. Please provide a clear and comprehensive explanation of the Company’s related party loan policies and procedures including:

a. A copy of any policies and procedures of the Company that are, or have been, in effect since January 1, 1999, including any amendments thereto, with respect to the consideration and approval of loans to Directors and Executive Officers.

b. A copy of any materials relating to any Director and/or Executive Officer loan program maintained by the Company. Please describe the approval process for such loans, including whether such loans are approved by a Board committee, the names of the individuals on any such committee and the criteria used to evaluate and approve such extensions of credit.

c. Describe the role of the Company’s CEO with respect to the loans and/or the loan programs referred to in Item 1(b) above, including the CEO’s participation, if any, in the approval process. Describe the capacity in which the CEO acts when involved in any such process (i.e., as a Director or Officer of the Company, etc.).

d. Describe any ongoing review policies and procedures employed by the Company with respect to outstanding loans to Directors and Executive Officers. Include a description of the frequency of review and the parties responsible for review and for assessing the ongoing credit quality of such loans.

e. Describe the policies and procedures employed by the Company for Director and Executive Officer loans if they become delinquent or the credit quality otherwise deteriorates. Include a description of the parties responsible for such review.

f. Explain how the Company’s policies and procedures with respect to Director and Executive Officer loans serve shareholders’ best interests and what criteria and processes the Board used in concluding that these policies and the related loans do not affect Director independence.

2. Provide a list of all loans and other extensions of credit (collectively, the “Loans”) to any Director or Executive Officer of the Company or any associate or affiliate thereof, (collectively, an “Insider”) that are outstanding as of the date of this letter or that were made at any time since January 1, 1999, together with the following information for each such Loan:

(a) a summary of the Loan, including: (i) the date of the loan, (ii) the borrower and its relationship to the Director or Executive Officer, (iii) the principal amount, interest rate, fees, and payment terms of the Loan, (iv) whether the Loan was made on terms or rates that were more favorable than those offered to nonaffiliated persons for similar transactions, and (v) the guarantors and collateral for the Loan, if any; and

(b) a statement as to whether the Loan has been at any time classified as past due, nonaccrual, substandard, doubtful, restructured, or potential problem.

3. Provide a list of all related party transactions, including real estate leases, between the Company or any affiliate thereof and any Director or Executive Officer as of the date of this letter or that were entered into at any time since January 1, 1999, together with a summary of the terms of each such transaction, including: (i) the date of the transaction, (ii) the parties to the transaction and their relationship to the Director or Executive Officer, (iii) the nature of the transaction, including (in the case of a real estate lease) the address of the leased property, (iv) the term of the transaction, (v) the economic terms of the transaction, (vi) any fairness opinion or other independent evaluation of the terms of the transaction, and (vii) in the case of real estate leases, the elapsed time between the Director’s having acquired title to the subject property and the subsequent lease to the Company.

4. Provide all minutes of the Board (and any committee thereof) of the Company relating to any of the Loans and related party transactions.

5. Provide all minutes of the Loan Committee of the Company relating to any of the Loans.

6. Provide all internal and external reports, memoranda and other documents that discuss whether any of the Loans are or should be classified as past due, nonaccrual, substandard, doubtful, restructured, or potential problem.

7. Explain how the Board determined the independence of each of its members and the members of the Company’s Audit Committee in 2002, 2003, 2004 and 2005 in accordance with Section 303A of the NYSE Rules, and provide any other information, memoranda or analysis supporting the Board’s conclusions in that regard.

We request that the Company promptly publicly disclose the information requested in this letter to shareholders. Should the Company choose not to respond to our request within five business

days from the date of this letter, we reserve the right to exercise our shareholder rights to obtain the information under Pennsylvania law.

We look forward to hearing from you.

Sincerely,

Ralph V. Whitworth

Principal

cc: Mr. Jay S. Sidhu

EX-99.E 6 a05-17702_1ex99de.htm EX-99.E

Exhibit 99.E

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, no par value, of Sovereign Bancorp, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing. In evidence thereof, the undersigned hereby execute this Agreement this 19th day of October, 2005.

RELATIONAL INVESTORS, L.P.

RELATIONAL FUND PARTNERS, L.P.

RELATIONAL COAST PARTNERS, L.P.

RELATIONAL PARTNERS, L.P.

RH FUND 1, L.P.

RH FUND 2, L.P.

RH FUND 4, L.P.

RH FUND 6, L.P.

RH FUND 7, L.P.

RELATIONAL INVESTORS III, L.P.

RELATIONAL INVESTORS VIII, L.P.

RELATIONAL INVESTORS IX, L.P.

RELATIONAL INVESTORS X, L.P.

RELATIONAL INVESTORS XI, L.P.

RELATIONAL INVESTORS XII, L.P.

RELATIONAL INVESTORS XIV, L.P.

RELATIONAL INVESTORS XV, L.P.

By: RELATIONAL INVESTORS, LLC

as general partner to each, except as the sole managing member of the general partners of Relational Investors III, L.P. and Relational Investors X, L.P.

	By:	/s/ Ralph V. Whitworth
		Ralph V. Whitworth, Principal

RELATIONAL INVESTORS, LLC

	By:	/s/ Ralph V. Whitworth
		Ralph V. Whitworth, Principal


/s/ Ralph V. Whitworth
Ralph V. Whitworth

/s/ David H. Batchelder
David H. Batchelder

/s/ Joel L. Reed
Joel L. Reed

/s/ James J. Zehentbauer
James J. Zehentbauer

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Under the Securities Exchange Act of 1934 (Amendment No. 2)*

SOVEREIGN BANCORP SHAREHOLDER VALUE FORUM

Under the Securities Exchange Act of 1934
(Amendment No. 2)*