Investment in Sovereign

Banco Santander Central Hispano SA
23 November 2005





                                 MATERIAL FACT

Banco Santander Central Hispano, S.A. announced today that it and Sovereign
Bancorp, Inc. have revised their Investment Agreement and that they have been
advised by the staff of the New York Stock Exchange (NYSE) that the initial
issuance of shares to Santander under the Investment Agreement as revised will
not require shareholder approval under the NYSE rules.

The revisions to the Investment Agreement include the following:

   • The elimination of Santander's veto with respect to the removal of
    Sovereign's chief executive officer and of the requirement that any new
    Sovereign CEO be reasonably acceptable to Santander. The Santander board
    will instead have the right to approve whether any new Sovereign CEO will
    join the Santander board.


   • The elimination of Santander's obligation to vote its Sovereign shares
    in favor of Sovereign's board nominees.


   • The clarification that Santander's right to veto changes in Sovereign's
    by-laws applies only to changes that would adversely affect Santander's
    rights under the Investment Agreement.


   • The clarification that Sovereign shareholders' approval must be obtained
    for Santander to vote any shares it owns in excess of 19.9% of the
    outstanding Sovereign shares whether or not there is a change in
    Pennsylvania law.


   • An amendment as to the use of Sovereign treasury shares under the
    Investment Agreement to increase Santander's stake from 19.9% to 24.9%. The
    favored option now will be open market transactions instead of treasury
    stock to achieve the 24.9% level.


   • The elimination of provisions providing for the continuation on
    Sovereign's board of Sovereign directors in office at the time of any future
    acquisition of Sovereign by Santander for an additional ten-year period as a
    way to ensure the fulfillment of certain obligations to the community. A new
    mechanism based on an independent non-profit organization will be used for
    the same purpose.


   • The addition of a 'fiduciary out' exception to the restrictions on
    Sovereign's ability to take actions in connection with a third-party offer
    to acquire Sovereign during the period before consummation of the Investment
    Agreement. If Sovereign exercises this fiduciary out, Santander would have
    the option to either terminate the Investment Agreement and receive a
    breakup fee of $200 million from Sovereign (equivalent to approximately 2.5%
    of Sovereign's current market value) or to consummate the investment
    transaction as agreed.

It is expected that the investment transaction and Sovereign's associated
acquisition of Independence Community Bank Corp. will be completed according to
the original transaction timetable, which contemplates consummation of the two
transactions not later than July 1, 2006.

                                  Boadilla del Monte (Madrid), November 22, 2005



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