Waypoint Financial Shareholders Approve Merger With Sovereign Bancorp

Waypoint Financial Shareholders Approve Merger With Sovereign
Bancorp 


HARRISBURG, Pa., Dec. 22  /PRNewswire-FirstCall/ -- Waypoint Financial Corp.
(NASDAQ:WYPT) reported that shareholders today voted to approve the company's
merger with Sovereign Bancorp at a special meeting in Harrisburg.

Waypoint Financial President and CEO David E. Zuern said the merger is expected
to be completed January 21, 2005, and is subject to final approval from
regulatory authorities.

Following the transaction, current Waypoint Bank President Andrew Samuel will
become President and Chief Executive Officer of the new Central Pennsylvania
and Northern Maryland region of Sovereign Bank.  Zuern will serve as chairman
of the region following the merger.

On March 9, 2004, Waypoint and Sovereign announced that they had reached a
definitive agreement for Sovereign to acquire Waypoint in a transaction valued
at approximately $980 million.  Under the terms of the agreement, shareholders
of Waypoint will be entitled to receive $28.00 in cash, 1.262 shares of
Sovereign common stock, or a combination thereof per Waypoint share, subject to
election and allocation procedures which are intended to ensure that, in the
aggregate, 70% of Waypoint shares will be exchanged for Sovereign common stock
and 30% will be exchanged for cash.

Waypoint Financial Corp. is a $5.4 billion bank holding company whose primary
operating subsidiary is Waypoint Bank.  Headquartered in Harrisburg,
Pennsylvania, Waypoint Bank operates 58 branches in Dauphin, York, Lancaster,
Cumberland, Franklin, Lebanon, Adams, and Centre counties in Pennsylvania and 8
branches in Baltimore, Harford, Frederick and Washington counties in Maryland. 
Waypoint offers a full range of financial services including banking for
retail, commercial and small business customers, mortgages, trust and
investment, brokerage, and insurance services to more than 125,000 household
and business customers.

Note on Forward-Looking Statements

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995: Statements in this press release regarding Waypoint Financial's business
which are not historical facts are "forward-looking statements" that involve
risks and uncertainties.  For a discussion of such risks and uncertainties,
which could cause actual results to differ from those contained in the
forward-looking statements, see "Risk Factors" in the Company's Form 10-K for
the most recently ended fiscal year. 

DATASOURCE: Waypoint Financial Corp.



CONTACT:  Steve Gardner, Public Relations Manager, Waypoint Financial

Corp., [phone]



Web site:  http://www.waypointbank.com/ 

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