Sovereign Bancorp, Inc. Lehman Brothers Fourth Annual Conference New York City September 14, 2006 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 2 Forward-Looking Statements In 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) adverse governmental or regulatory policies may be enacted; (6) the interest rate environment may adversely impact the expected financial benefits of the merger, and compress margins and adversely affect net interest income; (7) the risks associated with continued diversification of assets and adverse changes to credit quality; (8) competitive pressures from other financial service companies in Independence Community Bank Corp.’s and Sovereign’s markets may increase significantly; (9) the risk of an economic slowdown that would adversely affect credit quality and loan originations; (10) other economic, competitive, governmental, regulatory, and technological factors affecting Sovereign's operations, integrations, pricing, products and services; and (11) 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. 3 Overview of Sovereign An Exceptional Franchise Serving the Northeastern United States 17th largest bank in U.S. with $89 billion in assets 785 branches & over 2,000 ATM’s Approx. 12,000 team members 5 Largest MSA’s in Northeast U.S. No. of SOV Mkt SOV CBO's Share Rank Source: SNL DataSource 5 New York 222 2.10% 9 Philadelphia 84 3.05% 7 Boston 175 6.58% 3 Providence 56 6.03% 3 Hartford 29 4.58% 6 Sovereign’s Demographics Median Household Income1 ($) Connecticut 1 2 3 4 5 Hispanic Population2 (%) Number of Universities3 Number of Students4 $63,462 10.0% 45 170,616 Maryland 61,384 4.7 62 300,269 Massachusetts 63,171 8.3 122 431,224 New Hampshire 59,545 1.6 25 68,523 New Jersey 63,135 14.3 58 361,733 New York 51,187 16.8 307 1,107,270 Pennsylvania 48,534 3.2 262 654,826 Rhode Island 49,924 9.1 13 77,417 Sovereign’s Footprint 59,010 16.05 United States 49,747 14.1 Median Household Income as of 2005 Hispanic Population as of 2004 Number of degree-granting institutions as of 2004 Number of students enrolled in degree-granting institutions as of 2002 Excluding CA, TX and FL 41% of Hispanic population is in Sovereign’s footprint 6 Combined ATM Branding Opportunities Sovereign ATM sites 905 ICBC ATMs sites 237 CVS Locations - 879 NY/NJ CVS 484 7 Sovereign Has Significantly Transformed Its Business Model Over The Past Decade… Loan Composition (%) Sovereign 1995 Sovereign 2005 Commercial RE 3.5% HE 9.8% C&I 0.3% Consumer 0.9% Peers 2005 Other Consumer 1.1% Residential RE 8.2% 16.7% Consumer 11.2% Residential RE 28.4% C&I 21.5% C&I 32.0% HE 22.4% Commercial RE 16.5% Residential RE 85.5% Loan yield: 7.29% Peer loan yield: 8.89% Spread to peers: (1.60%) HE 18.1% Commercial RE 23.9% Loan yield: 5.72% Peer loan yield: 5.95% Spread to peers: (0.23%) Deposit Composition (%) Sovereign 2005 Sovereign 1995 Jumbo CD 2.2% Transaction 10.9% Retail CD 54.2% Peers 2005 Jumbo CD 14.9% Retail CD 14.9% Savings & MMDA 32.7% Savings & MMDA 30.2% Cost of deposits: 4.25% Peer cost of deposits: 3.56% Spread to peers: 0.69% Source: Wall Street Research. Bank peers includes ASO, BBT, CMA, FITB, KEY, MI, MTB, NCC, PNC, RF, STI and UB Jumbo CD 11.0% Transaction 40.0% Transaction 28.5% Retail CD 16.1% Cost of deposits: 2.00% Peer cost of deposits: 1.69% Spread to peers: 0.31% 8 Foreign 5.4% Savings & MMDA 39.0% …through a Combination of Organic Growth and Acquisitions… Deposits ($ billion) Organic deposits Net change in deposits from acquisitions/(sales) $38.0 $2.9 $32.6 $24.5 $5.0 $8.7 $0.9 $4.1 1995 $9.5 $7.3 1997 $12.0 $3.9 $8.5 $2.2 $0.1 $8.6 1996 Organic growth $12.3 $0.5 1999 ($0.3) $23.7 $25.6 ($0.0) $27.4 $35.1 $28.4 $12.9 2000 (15.7%) (11.0%) (6.5%) $4.2 $27.3 $1.3 $11.6 $11.5 1998 $26.9 $23.3 2001 7.4% 2002 (3.4%) 9.6% 2003 2004 2005 1.9% 3.7% 7.8% Assets ($ billion) Organic assets Net change in assets from acquisitions/(sales) $63.7 $54.5 $8.1 $0.9 $7.2 $15.3 1995 1996 Organic growth $0.1 $15.2 $26.6 $21.9 $17.7 $5.1 $12.6 $5.3 $16.7 1997 1998 (17.8%) (5.7%) $33.5 $35.5 $1.5 $10.2 $25.1 $23.3 1999 2000 14.7% (12.5%) 2001 6.9% $43.5 $39.6 ($0.3) $1.5 $35.8 $38.1 2002 7.2% ($0.0) 2003 10.0% $43.5 $5.4 $6.2 $48.3 2004 11.0% 2005 7.0% Source: Wall Street Research. Note: Data as of December 31, 2005; organic asset and deposit data is adjusted for whole company and branch acquisitions and divestitures. 2005YE data not pro forma for pending acquisition of ICBC 9 $58.3 … While Continuing to Improve in Key Operating Ratios Key Operating Ratios SOV (%) 1995 Net interest margin Interest spread¹ Efficiency ratio Operating leverage² Operating cash ROAA Operating cash ROATE Fee income/Op. revenue 2.54% 2.49 49.9 94.1 0.94 15.9 12.7 Non-CDs/Total deposits Loans/Deposits Securities/Assets TCE/TA Tier 1 leverage 43.6% 92.8 36.7 2.61 3.98 62.2% 89.2 21.8 1.66 3.09 NCOs/Avg loans NPAs/Loans & OREO Reserves/NPLs 0.06% 0.92 88 0.35% 0.85 137 2000 2005 3.06% 2.81 54.3 95.7 0.99 46.9 20.1 from 95 3.09% 2.81 49.0 120.3 1.26 24.5 28.6 Bank peer median Thrift peer median 2005 2005 0.55% 0.32 (0.9) NM 0.32 8.6 15.9 3.72% 3.20 59.4 94.1 1.59 22.0 40.2 2.60% 2.37 34.1 109.7 1.12 19.5 17.0 70.1% 114.5 19.7 4.74 6.68 26.5% 21.7 (17.0) 2.13 2.70 61.7% 101.0 16.0 6.48 7.20 46.8% 129.8 17.2 5.41 6.76 0.20% 0.47 231 0.14% (0.45) 143 0.24% 0.41 346 0.01% 0.40 104 Continued improvement in profitability ratios driven by • Greater consumer and commercial loans; conservative asset quality • Non-CD deposit growth • Expense control High quality earnings; prudent risk management Improving capital ratios Source: Wall Street Research. Note: Financial data as reported, not pro forma for pending acquisitions. Bank peers includes ASO, BBT, CMA, FITB, KEY, MI, MTB, NCC, PNC, RF, STI and UB; thrift peers include AF, GDW, NYB and WM ¹ Interest spread defined as yield on interest-earning assets less cost of interest bearing liabilities ² Operating leverage defined as ratio of YOY revenue growth over YOY core cash operating expense growth 10 Positive Operating Leverage 2005 2004 % Change Total Revenue $2.2bn $1.9bn 18.7% G&A Expenses $1.1bn $ .9bn 15.5% Operating Leverage 1.2x Results in Continued Improvement in Efficiency Ratio 53.49% 52.90% 51.31% 50.33% 49.00% 2001 2002 2003 2004 2005 Efficiency ratio equals G&A expenses as a percentage of total revenue, defined as the sum of net interest income and total fees and other income before securities transactions 11 Improving Credit Quality Non-Performing Loans to Total Loans 1.03% Allowance to Non-Performing Assets 1.00% 0.76% 2001 2002 2003 0.39% 0.43% 2004 2005 Net Charge-offs to Average Loans 0.58% 285.0% 231.0% 0.55% 0.42% 0.36% 0.20% 2001 2002 2003 2004 2005 12 116.0% 116.0% 2001 2002 149.0% 2003 2004 2005 Consistent Growth in Operating/Cash Earnings $900 4-year CAGR GAAP Net Income – Operating/Cash Earnings – $ Per Share 55% 41% 19% 7% $2.50 $800 Net Income $600 $1.50 $500 $400 $1.00 $300 $200 $0.50 $100 $0 $0.00 2001 2002 2003 Net Inc ome GAAP EPS 2004 2005 Operating/Cash Net Inc ome Operating/Cash EPS Operating/cash earnings excludes most non-cash, non-operating charges. Please see appendix for reconciliation of net income to operating/cash earnings, as well as related per share amounts. Source: 2005 annual report 13 Earnings per Share $2.00 $700 Improving Operating Metrics Improved Operating Return on Average Assets 1.26% 1.09% 1.09% 2001 2002 1.14% 2003 Operating/Cash Return on Average Tangible Equity 1.19% 2004 2005 Average Tangible Equity ($ in millions) 52.31% 35.62% $2,321 $2,758 $1,662 $720 2001 $1,141 2002 2003 2004 2005 14 2001 2002 27.87% 25.94% 27.71% 2003 2004 2005 Above Average Shareholder Value Creation 3-Year Stock Price Performance Percent Appreciation 150.0% 31.7% 30.1% 25.6% Relative Indexed Prices 125.0% 21.8% 10.5% 100.0% 75.0% Sep-03 Mar-04 Sovereign Sep-04 S&P 500 Banks Index 09/01/06 closing price of $20.72 Mar-05 S&P 500 15 Sep-05 Dow Jones Mar-06 LB Mid-Cap Banks Sep-06 Above Average Shareholder Value Creation 5-Year Stock Price Performance Percent Appreciation 250.0% 225.0% 200.0% Relative Indexed Prices 96.4% 175.0% 150.0% 40.4% 27.9% 125.0% 15.7% 15.2% 100.0% 75.0% 50.0% Sep-01 Mar-02 Sep-02 Sovereign Mar-03 Sep-03 S&P 500 Banks Index 09/01/06 closing price of $20.72 Mar-04 S&P 500 16 Sep-04 Mar-05 Dow Jones Sep-05 LB Mid-Cap Banks Mar-06 Sep-06 Above Average Shareholder Value Creation 10-Year Stock Price Performance Percent Appreciation 400.0% 350.0% Relative Indexed Prices 300.0% 193.1% 178.7% 250.0% 116.6% 104.1% 200.0% 101.1% 150.0% 100.0% 50.0% Sep-96 Dec-97 Mar-99 Sovereign Jun-00 S&P 500 Banks Index 09/01/06 closing price of $20.72 Sep-01 S&P 500 17 Dec-02 Dow Jones Mar-04 Jun-05 LB Mid-Cap Banks Sep-06 The Santander Partnership Building a Better Bank for Shareholders, Customers and Community Global Footprint of Santander 19 Benefits of the Santander Transaction 24% shareholder Access to capital Santander partnership provides sharing of best practices and operational know-how Positioned for “full” price possible sale to Santander or another party over 2-5 year period after closing 20 Opportunities to Share Best Practices Hispanic Market Auto Finance Santander is the largest non-captive auto finance player in Europe, financing 1 million cars; Sovereign is a leading auto finance player in the northeastern U.S. Cash Management 40% of Hispanics in Sovereign and Independence footprint are Puerto Ricans, Santander has the second largest bank in Puerto Rico Sovereign and Santander are discussing the outsourcing of all Santander’s U.S. dollar cash management business to Sovereign Funding/Access to Capital S&P upgraded Sovereign and subsidiaries one notch following closing Moody’s upgraded Sovereign and subsidiaries two notches following closing Operational Enhancements and Technology Sharing Santander has world-class banking related technology systems which they intend to share with Sovereign 21 Emerging Markets in the Northeast United States Demographic Explosion From Emerging Markets Compounded Annual Growth Rate in U.S. Population, Hispanic and Asian Americans between Decades 10% U.S. 8.6% Hispanic 7.6% 8% Asian Americans 6.0% 6% 4.9% 4.7% 4.3% 4% 3.1% 2.6% 2% 1.1% 1.2% 0.9% 0.9% 0% 1980 1990 2000 2010 The Hispanic and Asian-American population growth has significantly outpaced the General Market over the past 3 decades 23 Our Footprint is a “Hidden Gem” for Hispanics… In Millions Bankable Hispanics by Top 5 Geographic Segments 8 Hispanic Bankable Pop: Density per Sq Mi 7 California 44 New York 6 42 Florida 37 Sov States 5 23 Illinois 18 Texas 4 - 16 10 20 30 40 6.92 3 4.28 2 1.98 1.97 1 1.72 California Sq Mi (Land) 155,519 Texas Florida New York 261,797 53,927 47,214 24 Sov States 75,738 50 …and for Asians as well In Millions Bankable Asians by Top 5 Geographic Segments 3.0 Asian Bankable Population Density per Sq Mi 78 Haw aii 2.5 42 New York 24 California 2.0 15 Sov States Texas 1.5 2.82 2 - 20 40 60 80 1.0 0.95 0.5 0.81 0.42 0.42 0.0 California Sq Mi (Land) 155,519 Sov States 75,738 25 New York Texas Hawaii 47,214 261,797 6,423 100 Pilot Program in Rhode Island is Underway 26 Some Local Efforts Emphasize Our Service Culture 27 Current Situation and Potential Shareholder Value Creation Highlights and Challenges in This Environment 19% annualized linked quarter organic deposit growth 18% annualized linked quarter organic loan growth Only 2.5% annualized linked quarter expense growth Stable asset quality Margin compression continues Restructured balance sheet following Independence acquisition Independence fully integrated by end of third quarter 29 Major Goals for 2006 – 2007 Positive operating/cash earnings growth in this flat to inverted yield curve environment Achieve or exceed financial assumptions of Independence acquisition with flawless integration Embark on strategy for capturing larger share of the Hispanic market Maintain expense control discipline Stable asset quality 30 Sovereign is committed to building above-average short-term and long-term shareholder value while building a better bank for our customers, communities and team members 31 Appendix 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 33 One Non-GAAP Financial Measure Effective in the fourth quarter of 2004, Sovereign moved to one non-GAAP financial measure – Operating/Cash Earnings Provides greater financial transparency Provides useful supplemental information when evaluating Sovereign’s core businesses Consistent with SEC’s publicly stated desire for fewer non-GAAP disclosures Operating/Cash Earnings represent net income adjusted for after-tax effects of merger-related and integration charges, any other non-recurring charges and the amortization of intangible assets 34 Reconciliation of Operating/Cash Earnings to GAAP Earnings - Actual Year Ended December 31, ($ in thousands, all numbers shown net of tax) 2005 Net Income/(loss) as reported Merger-related and integration costs 2004 2003 2002 2001 $ 701,587 $ 453,552 $ 401,851 $ 341,985 $ 116,821 8,284 30,134 10,316 3,900 3,900 (1) Provision for Loan Loss Restructuring of Balance Sheet Restructuring Charges 42,605 18,838 6,549 2,589 5,525 Impairment Charge for FNMA and FHLMC Preferred Stock 20,891 Financing-Related Adjustments Non-solicitation Expense Proxy and related professional fees Amoritzation of Intangibles Operating/Cash Earnings for EPS purposes 158,106 3,788 47,984 51,186 50,100 54,121 89,408 $ 764,232 $ 602,268 $ 470,789 $ 410,322 $ 376,409 Note: Further details are available on our web site at www.sovereignbank.com and in our Annual Reports to Shareholders (1) Net Income for EPS purposes 35 Reconciliation of Operating/Cash EPS to GAAP EPS - Actual Year Ended December 31, 2005 2004 Diluted Earnings per Share $ 1.68 $ 1.31 Merger-related and integration costs $ 0.02 $ Provision for Loan Loss Loss on debt extinguishment Restructuring Charges $ 2003 $ $ 1.17 0.09 $ 0.04 $ 0.01 $ 0.01 $ 0.12 $ 1.31 2002 0.07 0.01 Impairment Charge for FNMA and FHLMC Preferred Stock $ 2001 $ 0.43 $ 0.03 $ 0.02 $ 0.59 0.06 Financing-Related Adjustments Non-solicitation Expense Proxy and related professional fees $ 0.01 Amoritzation of Intangibles $ 0.11 $ 0.15 $ 0.16 $ 0.18 $ 0.33 Operating/Cash Earnings per Share $ 1.83 $ 1.74 $ 1.54 $ 1.40 $ 1.40 Note: Further details are available on our web site at www.sovereignbank.com and in our Annual Reports to Shareholders 36 Sovereign Bancorp, Inc.