$2.4 Billion Investment in Sovereign Bancorp and Sovereign’s $3.6 Billion Acquisition of Independence Community Bank

October 24, 2005

Cleary Gottlieb is representing Citigroup Corporate and Investment Banking as the principal financial advisor to Sovereign Bancorp in two related transactions announced on October 24. Spain’s Grupo Santander, the ninth largest bank in the world based on market capitalization, will invest about $2.4 billion to acquire a 19.8% interest in Sovereign. Sovereign will then acquire Independence Community Bank Corp. for approximately $3.6 billion in cash.

Philadelphia-based Sovereign is one of the ten largest banks in the Northeast and one of the twenty largest in the United States. Independence, which is headquartered in Brooklyn, ranks ninth in volume of deposits among NY metropolitan area banks.