Grupo Santander Stake in Sovereign

and

Acquisition of Independence Community Bank Corp.

October 27, 2005

Sovereign Bancorp, Inc.

2

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

3

Forward-Looking StatementsIn addition, this presentation and filing contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to the financial condition, results of operations and business of Sovereign Bancorp, Inc. and the merger of Independence Community Bank Corp. with and into Sovereign that are subject to various factors which could cause actual results to differ materially from such projections or estimates. Such factors include, but are not limited to, the following: (1) the businesses of Independence Community Bank Corp. may not be combined successfully with Sovereign’s businesses, or such combinations may take longer to accomplish than expected; (2) expected cost savings from the merger cannot be fully realized or realized within the expected timeframes; (3) operating costs, customer loss and business disruption following the merger, including adverse effects on relationships with employees, may be greater than expected; (4) governmental approvals of the merger may not be obtained, or adverse regulatory conditions may be imposed in connection with government approvals of the merger; (5) the stockholders of Independence Community Bank Corp. may fail to approve the merger of Independence Community Bank Corp. with and into Sovereign; (6) adverse governmental or regulatory policies may be enacted; (7) the interest rate environment may adversely impact the expected financial benefits of the merger, and compress margins and adversely affect net interest income; (8) the risks associated with continued diversification of assets and adverse changes to credit quality; (9) competitive pressures from other financial service companies in Independence Community Bank Corp.’s and Sovereign’s markets may increase significantly; (10) the risk of an economic slowdown that would adversely affect credit quality and loan originations; (11) other economic, competitive, governmental, regulatory, and technological factors affecting Sovereign's operations, integrations, pricing, products and services; and (12) acts of terrorism or domestic or foreign military conflicts; and acts of God, including natural disasters. Other factors that may cause actual results to differ from forward-looking statements are described in Sovereign’s filings with the Securities and Exchange Commission.

4

Operating and Cash 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 and Cash 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

5

Additional Information About the Merger

This communication is being made in respect of the proposed merger transaction involving Independence Community Bank Corp. and Sovereign Bancorp. In connection with the proposed transaction, Independence Community Bank Corp. will be filing a proxy statement and relevant documents concerning the transaction with the Securities and Exchange Commission (“SEC”). STOCKHOLDERS OF INDEPENDENCE COMMUNITY BANK CORP. ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders can obtain free copies of the proxy statement and other documents when they become available by contacting Investor Relations at www.myindependence.com or by mail at Independence Community Bank Corp. Investor Relations, 195 Montague St., Brooklyn, NY 11201, or by Telephone: 718-722-5400. In addition, documents filed with the SEC by Independence Community Bank Corp. are available free of charge at the SEC's web site at www.sec.gov.

Independence Community Bank Corp. and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Independence Community Bank Corp. in connection with the proposed transaction. Information regarding the special interests of these directors and executive officers in the proposed transaction will be included in the proxy statement of Independence Community Bank Corp. described above. Information regarding Independence Community Bank Corp.’s directors and executive officers is also available in its proxy statement for its 2005 Annual Meeting of Stockholders, which was filed with the SEC on April 18, 2005. This document is available free of charge at the SEC's web site at www.sec.gov and from Investor Relations at Independence Community Bank Corp. as described above.

6

Table of Contents Summary Overview

Sovereign – Santander Partnership

Transaction Overview – Santander Investment

Compelling Rationale – Independence Community Acquisition

Transaction Overview – Independence Community

Appendix

Pro Forma and Historical Financials

Market Share by County

Precedent Transactions

7

Summary Overview

A. Grupo Santander – Sovereign Partnership

Grupo Santander takes 19.8% stake in Sovereign by making a $2.4 billion cash investment

Investment priced at $27.00 per Sovereign share, a 24% premium to Sovereign trailing 20-day average stock price

Santander will have 2 directors on Sovereign’s Board, and Sovereign CEO joins Santander Board

8

Summary Overview

B. A Compelling acquisition resulting from this partnership

Sovereign Bancorp, Inc. will acquire Independence Community Bank Corp. for $42.00 per share in an all cash transaction valued at $3.6 billion. Due diligence completed

Creates leading banking company in Northeast with over 800 offices, $48 billion of deposits, $52 billion of loans and $81 billion in assets

Connects the Mid-Atlantic footprint to New England via #9 ranking depository in the New York Metro area – $7 billion of deposits in highly attractive New York City market and strengthens New Jersey market share

Backing of a respected global partner validates Sovereign's strategic vision to continue creating above average long-term value for our shareholders

9

Summary Overview

C. Financially Attractive to Shareholders

Accretive to both GAAP (excluding one-time charge) and operating/ cash earnings in first 12 months

2% accretive to GAAP and 3.1% accretive to operating/cash earnings in 2007.

IRR of over 15%, well above Sovereign’s cost of capital

The Santander Partnership

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Transaction Summary — Investment by Santander Transaction value: ~$2.4 billion

Shares issued to Santander: ~89 million

Form of consideration: 100% cash

Price per share: $27 per Sovereign share (24% premium to 20 day average)

Value of premium: >$450 million(a)

Pro forma ownership: 19.8% initially, ability to increase to 24.9% upon satisfaction of certain criteria

Board representation: 2 Santander representatives to be added to Sovereign’s current 7 member

board

Jay Sidhu to assume a seat on Santander’s board of directors

Anticipated closing: Concurrent with Independence acquisition

(a) Based on a 20 day trailing average.

12

A Partnership with Santander… Benefits both parties. Increases Santander’s investments in Financial Institutions,

providing an entry into U.S. and is accretive and value creating for both companies

Facilitates compelling valuable Independence acquisition

Enhances Sovereign’s capital flexibility

Provides brand association with one of the largest and most respected financial institutions in the world

Provides opportunity to leverage Santander’s presence in Europe, Latin America, Puerto Rico and Mexico

Creates opportunity for Sovereign to better capitalize on Hispanic markets in its footprint

Provides opportunities for sharing best practices

After 100% ownership, Sovereign becomes Santander’s sole vehicle for financial services in U.S.

Santander’s willingness to pay a premium validates Sovereign’s strategy and business model

13

Overview of Santander Headquartered in Madrid, Spain #9 bank globally with $80+ billion market capitalization $881 billion in assets; nearly 10,000 branches worldwide Substantial presence in Western Europe, the UK and Latin America Broad set of business lines including retail and wholesale banking,

asset management, insurance, and consumer finance

Geographic Diversity Business Line Diversity

Latin America

Brazil: 11%

Mexico 7%

Chile: 6% 32%

56%12%

Continental Europe

SAN network: 24%

Banesto: 9%

Santander Consumer: 9%

Portugal: 6%United Kingdom(Abbey)

47%

16%

19%

9%

9%

Retail Continental Europe

Retail Latin America

Retail United Kingdom (Abbey)

Asset Management and Insurance

Global Wholesale Banking

Net Operating Income: €2,551 million(for the 6 months ended June 30, 2005)

Retail Banking: 75%

14

Global Footprint of Santander

15

History of Mutually Beneficial Partnerships

16

Standstill Periods (after closing)

First Standstill

Period0–24 Months

Santander can increase stake to 24.9% Santander restricted from making an offer for the

remainder of Sovereign unless invited Sovereign cannot solicit third party bids

SecondStandstill

Period24-36 Months

Santander can offer to acquire 100% of Sovereign at a price that must exceed $40.00 per share

Sovereign can solicit third party bids if Santander makes a bid

Mechanism in place for proper shareholder value creation

ThirdStandstill

Period36-60 Months

Santander has ability to make offer for Sovereign; no price floor

Sovereign can invite Santander to make proposal Mechanism in place for proper shareholder value creation

Beyond60 Months

Sovereign has ability to solicit third party bids Santander standstill restrictions generally expire Commitment for no hostile bids

Compelling Rationale – Independence Community

18

Independence is a perfect complement to Sovereign’s footprint

Sovereign

Independence

Sovereign will have market leading positions in many NY/NJ markets

#1 Market Share in Richmond County,NY (Staten Island) and Ocean County, NJ

#2 in Essex and Monmouth Counties, NJ

#3 in Union County, NJ

#5 in Kings County, NY (Brooklyn)

Adds $2.6 billion to Sovereign’s New Jersey footprint

Access to higher income, densely populated markets in the New York Metro area

Low risk entry vehicle with similar culture and underwriting standards

Expansion opportunities

Commercial Banking products

Home Equity Lending

Automobile Lending

ALBANY

AUGUSTA

BALTIMORE

BOSTON

HARTFORD

NEW YORKNEW ARK

PHILADELPHIA

PITTSBURGH

PORTLAND

PROVIDENCE

ROCHESTER

W ASHINGTON

ALBANY

AUGUSTA

BALTIMORE

BOSTON

BUFFALO

HARTFORD

NEW YORKNEW ARK

PHILADELPHIA

PITTSBURGH

PORTLAND

PROVIDENCE

ROCHESTER

SYRACUSE

W ASHINGTON

ALBANY

AUGUSTA

BALTIMORE

BOSTON

HARTFORD

NEW YORKNEW ARK

PHILADELPHIA

PITTSBURGH

PORTLAND

PROVIDENCE

ROCHESTER

W ASHINGTON

ALBANY

AUGUSTA

BALTIMORE

BOSTON

BUFFALO

HARTFORD

NEW YORKNEW ARK

PHILADELPHIA

PITTSBURGH

PORTLAND

PROVIDENCE

ROCHESTER

SYRACUSE

W ASHINGTON

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Time Deposits32%

Savings31%

Transaction Accounts

37%

1-4 Fam ily18%

Multi Fam ily40%

Com m ercial Real Es tate

30%

Other12%

Overview of Independence Community Bank Headquartered in Brooklyn, with 125 banking offices serving New York (73) and

New Jersey (52)

$18.5bn in assets

Diversified Loan Portfolio

(a)

N.B. Source: SEC filings. Financial data as of September 30, 2005.(a) Includes C&I, home equity and other consumer.

Total: $12.3 billion

Balanced Deposit Mix

Total: $10.5 billion

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The Power of the Combined Company

Sovereign Independence Combined

Total Assets $62,942 $18,500 $81,442

Gross Loans 42,692 12,332 55,024

Total Deposits 37,333 10,503 47,836

Common Equity 5,668 2,255 7,923

GAAP Earnings 664 223 887

Market Capitalization (a)

9,020 2,772

Branches 663 125 788

N.B. Data in millions for twelve months ended September 30, 2005. (a) Market data as of October 20, 2005.

($ in millions)

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Consistent with Our Critical Success Factors Superior Asset Quality – low risk business model has produced exceptional

credit quality by all measures:

Superior Risk Management – low risk business model provides balance and diversity to Sovereign’s model

Strong Sales Capabilities – unique relationship with Meridian is strengthened through scale

Superior Productivity – greater efficiencies through economies of scale

Sales and Service – similar culture, simple business model, market share potential is increased through broader product offerings and acquisition of more than 300,000 households

As of 9/30/05 Sovereign Independence Combined

NPAs/Loans+OREO 0.42% 0.35% 0.41%

NCOs/Avg Loans 0.20% 0.02% 0.16%

Reserves/NPAs 241% 235% 240%

Transaction Summary – Independence Community

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Transaction Summary — Acquisition of Independence Transaction value: ~$3.6 billion

Form of consideration: 100% cash

Price per share: $42.00

Role for Alan Fishman: President and COO of Sovereign Bank, Chairman and CEO of Sovereign Bank Metro New York Division

Board Seats: One independent director

Due diligence: Completed

Conservative financial assumptions: Cost synergies of 15% of Independence’s operating expenses, 80%

realized in first year (2006); 100% realized in second year (2007)

Fully phased in annual synergies of $45 million pre-tax

No revenue enhancements assumed

Merger-related charges: $45 million after-taxes, ~$0.10 per share

Anticipated closing: July 2006

Core Deposit Intangible: 3.50% of Independence core deposits, amortized over 10 years on an accelerated basis

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Independence Transaction Multiples

Price as a multiple of:

Book Value 1.6x 2.4x

Tangible Book 3.6x 3.1x

2006E EPS(b) 15.6x 15.4X

2006E EPS(b) with run rate synergies 13.9x

Premium to Total Deposits 24.5% 23.0%

Recent Transactions(a)

(a) Represents median of bank and thrift transactions between $1 bn and $10 bn since 2000.(b) Based on IBES estimates as of October 21, 2005.

25

Transactions Consistent With Our Stated Acquisition Criteria Best allocation for Capital

IRR of above 15% is significantly higher than cost of capital

Builds franchise scarcity value

Maintains ~10% future growth rate

Accretive to Earnings: 2% accretion to GAAP EPS in 2007

3.1% accretion to Operating/Cash EPS in 2007

Consistent with Capital Goals With no potential capital raises, Tier 1 Leverage Ratio will remain at well

capitalized levels

TCE/TA will be approximately at current levels by year-end 2006

Sovereign generates about $250 million of equity capital each quarter

Sovereign maintains its capital flexibility for 2007 and beyond

Enhances and Expands the Sovereign Franchise

Summary

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Consistent With Our Vision and Mission Independence has a low-risk and straightforward business model

emphasizing retail and commercial banking, and with core competencies in multi-family residential lending in the New York Metro area

Transaction opens up new markets to deliver Sovereign’s broader array of products and services (e.g. cash management, capital markets, commercial lending and government banking)

Sovereign has substantial experience in integrating acquisitions

Santander is a leader in banking; partnership will open up new opportunities to share best practices

Santander’s support for this transaction reflects highly on the strategic and financial value creation of the acquisition of Independence

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Low-Risk Integration Model Sovereign has the necessary operational readiness to convert Independence on

a timely basis

Entire due diligence and integration team intact from Fleet acquisition

20 months since last acquisition announcement

All recent acquisitions completely integrated

Independence business model is very similar to Sovereign’s – no new businesses to understand, no new risks to quantify

Familiar product set

Familiar management team

Familiar credit and sales cultures

Alan Fishman becomes President and COO of Sovereign Bank and will join the Office of the Chairman and also becomes Chairman & CEO of Sovereign Bank Metro New York Division, as a demonstration of his commitment to the successful integration of our businesses

Santander’s acquisition expertise offers additional level of support

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Summary

A unique, meaningful and financially compelling partnership created with Grupo Santander

The acquisition of Independence is financially compelling and value creating

Independence provides the critical piece to enhance Sovereign’s unique footprint

Strengthens Sovereign’s position as a leading regional bank in the Northeastern U.S.

We remain committed to capitalizing on new opportunities of maximizing value for our shareholders

Appendix

31

Pro Forma Financial Results

N.B. Based on I/B/E/S estimates. Synergies represent a 15% reduction of Independence’s operating expense.

Sovereign will generate $980 million of capital in 2007 after its dividend.

2006E 2007E

Sovereign Earnings $766 $835

Independence Earnings 109 240

Synergies 11 28

Financing Cost (after-tax) (19) (38)

Other Adjustments (13) (19)

Pro Forma Net Income 854 1046

GAAP EPS $1.96 $2.14

GAAP EPS Accretion 0.1% 2.0%

Operating / Cash EPS $2.11 $2.31

Operating / Cash EPS Accretion 2.0% 3.1%

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Pro Forma Loans and Deposits at 9/30/05($ in millions)

Sovereign Independence Combined

Loans $ Portfolio % $ Portfolio % $ Portfolio %

1-4 Family $11,198 26.2% $2,132 17.3% $13,330 24.2%

Home Equity 10,301 24.1 478 3.9 10,779 19.6

C&I 9,072 21.2 914 7.4 9,986 18.1

Commercial Real Estate 7,151 16.8 3,523 28.6 10,674 19.4

Consumer 4,969 11.6 37 0.3 5,006 9.1

Multi Family - - 4,635 37.6 4,635 8.4

Other - - 613 5.0 613 1.1

Total $42,692 $12,332 $55,024

Yield on Total Loans 5.22% 5.42% 5.26%

NCO's / Avg. Loans 0.20 0.02 0.16

Reserves / NPLs 257 244 255

DepositsTransaction Accounts $15,543 41.6% $3,927 37.4% $19,471 40.7%

Savings 11,852 31.7 3,267 31.1 15,119 31.6

Time Deposits 9,937 26.6 3,309 31.5 13,246 27.7

Total $37,333 $10,503 $47,836

Loans / Deposits 114% 117% 115%

Cost of Deposits (LTM) 1.10 0.97 1.07

N.B. Source: SEC filings. Data as of September 30, 2005.

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($ in millions)

PriceAnnounce Purchase LTM Book Value

Date Acquiror Target Price Earnings Reported Tangible

10/24/2005 Sovereign Independence $3,566 15.5x 1.58x 3.59x

7/11/2005 TD Banknorth Hudson United $1,899 15.1x 3.60x 4.47x

2/15/2004 North Fork GreenPoint 6,396 12.1 2.98 4.20

12/16/2003 North Fork Trust Company of New Jersey 726 23.5 2.56 2.58

11/24/2003 Independence Community Staten Island Bancorp 1,474 16.1 2.24 2.45

8/21/2003 PNC Financial United National 649 21.6 2.37 3.72

6/27/2003 New York Community Roslyn Bancorp 1,579 10.6 2.90 2.90

6/25/2001 Washington Mutual Dime Bancorp 5,168 30.2 3.01 4.28

3/27/2001 New York Community Richmond County 802 18.7 3.21 2.32

2/12/2001 Citigroup European American Bank 1,950 14.0 2.72 3.64

N.B. Source Company filings and SNL DataSource. Includes bank and thrift transactions since 2000 between $500 million and $10 billion.

NY-NJ-LI MSA Acquisitions Since 2001

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New Jersey Market

Further penetration of the New Jersey market

Limited branch overlap

Deposit enhancement of $2.6bn

Better positioned to participate in further New Jersey consolidation

Branch Deposits MarketRank Institution Count in Market(a) ShareEssex

1 Wachovia Corp. 33 $1.9 13.2%2 Independence+Sovereign 22 1.7 11.43 Bank of America 34 1.6 10.94 PNC Financial Services 24 1.4 9.65 Hudson City 10 1.0 6.6

Union1 Wachovia Corp 31 $4.8 32.0%2 Bank of America Corp 31 2.2 14.83 Independence+Sovereign 22 0.9 6.14 Union County Savings 4 0.9 5.75 Investors Bancorp 10 0.8 5.3

Monmouth1 Bank of America 44 $2.3 16.7%2 Independence+Sovereign 28 2.1 15.53 Wachovia 34 2.1 15.34 Commerce Bancorp 18 1.1 7.95 PNC Financial Services 22 1.0 7.1

Ocean1 Independence+Sovereign 29 $1.6 14.5%2 Commerce Bancorp 17 1.5 14.33 Bank of America 34 1.5 14.24 Hudson City 12 1.5 13.75 Wachovia 28 1.4 13.2

N.B. Source SNL datasource and IDD. Financial data as of June 30, 2005. Market data as of October 20, 2005.

(a) Deposit numbers do not include headquarter branch totals, (defined as branches greater than $10 bn

in deposits or comprising the entirety of deposits for a company on this list) and all credit card headquarter

branches. BAC pro forma for MBNA acquisition,WM pro forma for PVN acquisition.

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Solidifies Top 20 Status

($ in billions)

Total Total Market

Rank Institution Assets Deposits Capitalization

11 BB&T $107 $73 $22.3

12 State Street 105 63 18.0

13 Fifth Third Bancorp 105 65 21.1

14 Bank of New York 103 64 23.2

15 KeyCorp 92 58 12.8

16 PNC Financial Services 91 59 17.0

17 Regions Financial 85 59 14.7

18 Sovereign + Independence 81 48 11.8

19 North Fork Bancorporation 60 37 11.7

20 Comerica Incorporated 55 44 9.1

Standalone0 0 0.0

47 Independence 19 11 2.8

Source: SNL DataSource and SEC filings. Financial Data as of most recent reporting period. Pro forma for any pending and completed

acquisitions. Market Data as of October 21, 2005.

Sovereign Bancorp, Inc.