Relational Files Petition with Sec Regarding Sovereign-Santander Transaction; Seeks Determination That NYSE Invalidly Authorized Deal Without Shareholder Vote

Relational Investors LLC, the largest shareholder ofSovereign Bancorp, Inc. (NYSE: SOV), announced today that it has fileda petition with the Securities and Exchange Commission requesting adetermination that the New York Stock Exchange had invalidlyauthorized Sovereign Bancorp to proceed with its transaction withBanco Santander Central Hispano, S. A. (NYSE: STD) without ashareholder vote. The petition maintains that the Exchange's actioneither constitutes an amendment of its rules without the requisiteprior approval of the Commission or a failure by the Exchange toenforce its rules.

Ralph V. Whitworth, Principal of Relational Investors, said: "Webelieve that the terms of the Exchange's own rules clearly require avote. Furthermore, a shareholder vote is required by fundamentalprinciples of good corporate governance and shareholder democracy.This is a crucial test case for these principles. The best rules inthe world are of no value whatsoever if patent evasions are not merelypermitted, but encouraged."

Relational believes that a shareholder vote is required under eachof two rules. The first rule requires a shareholder vote for anissuance of more than 20% of a company's outstanding shares. TheExchange acknowledges that Sovereign will issue more than 20% of itsshares, but maintains that "treasury shares" issued by Sovereign donot count in calculating compliance with this rule. Relationalmaintains that a treasury share exception is inconsistent with theplain meaning of the rule, its clear purpose, prior pronouncements bythe Commission and the Exchange, and the regulatory history of therule. Moreover, it would make the rule a dead letter because theloophole is so substantial that, in the words of John Coffe, aprofessor at Columbia Law School and one of the country's leadingcorporate governance experts, as reported in the American Banker onDecember 7, 2005, "(I)t creates not a small loophole, but a loopholethe size of the Washington Square Arch."

The second rule requires shareholder approval for a change incontrol. The Exchange's determination that no change in control hasoccurred can only be based on a special definition of control thatdiffers from the commonly accepted definition of control used by theCommission and other governmental agencies. Such a special definitionclearly constitutes an amendment of the Exchange's rule that has neverbeen approved by the Commission.

About Relational Investors

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

Further Information About Relational's SEC Filings

On October 20, 2005, Relational, together with a number ofaffiliated persons and entities that may be deemed "participants" forpurposes of the solicitation rules of the Securities and ExchangeCommission ("SEC"), filed a preliminary proxy statement on Schedule14A with the SEC relating to a possible solicitation of proxies fromthe shareholders of Sovereign Bancorp, Inc. ("Sovereign") inconnection with Relational's nomination of Ralph Whitworth and DavidBatchelder for election to Sovereign's board of directors atSovereign's 2006 Annual Meeting of shareholders. On December 13, 2005,Relational filed with the SEC a revised preliminary proxy statement.Relational will prepare and file with the SEC a definitive proxystatement relating to their nomination of Messrs. Whitworth andBatchelder and may file other proxy solicitation materials. RELATIONALANTICIPATES THAT IT WILL FURTHER REVISE AND FILE THE PRELIMINARY PROXYSTATEMENT AND SHAREHOLDERS ARE URGED TO READ THE PRELIMINARY PROXYSTATEMENT AS REVISED (AND THE DEFINITIVE PROXY STATEMENT, WHEN ITBECOMES AVAILABLE) BECAUSE IT CONTAINS IMPORTANT INFORMATION REGARDINGRELATIONAL'S NOMINATION OF MESSRS. WHITWORTH AND BATCHELDER FORELECTION AS DIRECTORS. The preliminary proxy statement is, and therevised preliminary proxy statement and the definitive proxy statement(when they become available) will be, available for free atwww.sec.gov, along with any other relevant documents. You may alsoobtain a free copy of the preliminary proxy statement, or thedefinitive proxy statement (when it becomes available), by contactingMaudie Holland of Relational at (858) 704-3321, or by sending an emailto maudie@rillc.com. Information regarding the names, affiliation, andinterests of persons who may be deemed to be participants in oursolicitation of proxies of Sovereign's shareholders is available inthe preliminary proxy statement filed with the SEC on October 20, 2005and the revised preliminary proxy statement filed on December 13,2005.