EX-2.1: AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER

BY AND AMONG

SOVEREIGN BANCORP, INC.,

ICELAND ACQUISITION CORP.

AND

INDEPENDENCE COMMUNITY BANK CORP.

DATED AS OF OCTOBER 24, 2005

TABLE OF CONTENTS

INDEX OF DEFINED TERMS

AGREEMENT AND PLAN OF MERGER

      This AGREEMENT AND PLAN OF MERGER, dated as of October 24, 2005 (as amended, supplemented or otherwise modified from time to time, this “ Agreement” ), is entered into by and among SOVEREIGN BANCORP, INC., a Pennsylvania corporation (“ Sovereign” ), ICELAND ACQUISITION CORP., a Delaware corporation and a direct wholly owned subsidiary of Sovereign (“ Merger Sub” ), and INDEPENDENCE COMMUNITY BANK CORP., a Delaware corporation (“ ICBC” ).

      WHEREAS, the respective Boards of Directors of each of Sovereign, Merger Sub and ICBC have determined that it is in the best interests of their respective companies and stockholders to consummate the business combination transaction provided for herein in which Merger Sub would merge with and into ICBC (the “ Merger” ), and such Boards of Directors have approved the Merger (and, in the case of the Board of Directors of ICBC, have declared this Agreement advisable and recommended that it be adopted by ICBC’s stockholders), upon the terms and subject to the conditions set forth in this Agreement; and

      WHEREAS, Sovereign, Merger Sub and ICBC desire to make certain representations, warranties, covenants and agreements in connection with the transactions contemplated hereby and also to prescribe various conditions to the transactions contemplated hereby.

      NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained herein, and intending to be legally bound hereby, the parties agree as follows:

ARTICLE I

The Merger

      1.1.  The Merger. Subject to the terms and conditions of this Agreement, in accordance with the General Corporation Law of the State of Delaware (the “ DGCL” ), at the Effective Time (as hereinafter defined), Merger Sub shall merge with and into ICBC. ICBC shall be the surviving corporation (hereinafter sometimes referred to as the “ Surviving Corporation” ) in the Merger, and shall continue its corporate existence under the laws of the State of Delaware. Upon consummation of the Merger, the separate corporate existence of Merger Sub shall terminate.

      1.2.  Effective Time. Merger Sub and ICBC shall prepare the certificate of merger for the Merger (the “ Certificate of Merger” ), which shall be filed with the Secretary of State of the State of Delaware on the Closing Date (as hereinafter defined). The term “ Effective Time” shall mean the time when the Merger becomes effective, which shall be upon the filing of the Certificate of Merger or at such other time as the parties may agree and as is set forth in the Certificate of Merger.

      1.3.  Effects of the Merger. At and after the Effective Time, the Merger shall have the effects set forth in this Agreement and the DGCL.

      1.4.  Closing of the Merger. Subject to the terms and conditions of this Agreement, and assuming satisfaction or waiver (subject to applicable law) of the conditions set forth in Article VIII hereof, other than conditions which by their terms are to be satisfied at Closing (as hereinafter defined), the closing of the Merger (the “ Closing” ) will take place at 10:00 a.m. Eastern time on July 1, 2006, provided that (i) the Closing shall occur no later than the date of the closing under the Investment Agreement, dated as of October 24, 2005, between Banco Santander Central Hispano, S.A., a Spanish sociedad anónima (“ Banco Santander ”), and Sovereign (the “ Investment Agreement” ) and (ii) the parties shall use reasonable best efforts to satisfy all conditions set forth in Article VIII as soon as practicable and if such conditions are satisfied prior to July 1, 2006, the parties shall cooperate in good faith to close on a date prior to July 1, 2006 mutually acceptable to the parties and as soon as reasonably practicable after the date hereof (the date on which the Closing occurs, the “ Closing Date” ). The Closing shall be held at the offices of Davis Polk & Wardwell, 450 Lexington Avenue, New York, New York unless another place is agreed upon in writing by the parties. For purposes of this Agreement, a “ Business Day” shall mean any day that is not a Saturday, a Sunday or other day on which banking organizations in the City of New York or the City of Philadelphia are required or authorized by law to be closed.

      1.5.  Certificate of Incorporation. At the Effective Time, the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law.

      1.6.  By-laws. At the Effective Time, the by-laws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the by-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law.

      1.7.  Board of Directors. The directors of Merger Sub immediately prior to the Effective Time shall continue to be the directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and by-laws of the Surviving Corporation, until their respective successors are duly elected or appointed (as the case may be) and qualified.

      1.8.  Change to Structure of Merger. The parties may at any time change the method of effecting the combination if and to the extent requested by any party and consented to by the other parties (such consent not to be unreasonably withheld); provided, however, that no such change shall: (i) alter or change the amount or kind of the Merger Consideration, (ii) adversely affect the tax treatment of ICBC’s stockholders as a result of receiving the Merger Consideration or the tax treatment of any party pursuant to this Agreement, or (iii) materially impede or delay completion of the transactions contemplated by this Agreement.

      1.9.  Adjustment. If at any time between the date of this Agreement and the Effective Time, ICBC shall pay a dividend in, subdivide, combine into a smaller number of shares or issue by reclassification of its shares, the outstanding shares of ICBC Common Stock, the Merger Consideration shall be multiplied by a fraction, the numerator of which shall be the number of shares of ICBC Common Stock outstanding immediately before, and the denominator of which shall be the number of such shares outstanding immediately after, the occurrence of such event, and the resulting product shall from and after the date of such event be the Merger Consideration, subject to further adjustment in accordance with this sentence.

ARTICLE II

Consideration; Exchange Procedures

      2.1.  Conversion of ICBC Common Stock. At the Effective Time, by virtue of the Merger:

      2.2.  Treatment of ICBC Stock Options and Restricted Shares. (a) Except as otherwise provided in Section 2.2(c), as of the Effective Time, each option to purchase ICBC Common Stock (each, an “ Option” ) that is outstanding and unexercised, whether vested or unvested, shall be cancelled, and, in exchange for the cancellation of such Option, the holder thereof shall be paid by ICBC (and, if requested by ICBC, Sovereign shall provide cash to ICBC for such payment) at the Effective Time in cash, net of withholding, an amount equal to the excess, if any, of (i) the Merger Consideration, over (ii) any exercise price or other amount that would have to be paid in order to receive the ICBC Common Stock that is subject to such Option.

      (b) Except as otherwise provided in Section 2.2(c), each share (each, a “ Restricted Share” ) of ICBC Common Stock granted subject to vesting or other lapse restrictions pursuant to any ICBC Stock Plan (as hereinafter defined) which is outstanding immediately prior to the Effective Time shall vest and become free of such restrictions as of the Effective Time and, at the Effective Time, the holder thereof shall be entitled to receive the Merger Consideration with respect to each such Restricted Share in accordance with Section 2.1.

      (c) Prior to the Effective Time, ICBC shall adopt such resolutions as are necessary to (i) give effect to the transactions contemplated by this Section 2.2, and (ii) cause certain Options and restricted stock units on ICBC Common Stock (“ RSUs ”) granted under the ICBC 2005 Stock Incentive Plan (the “ 2005 Plan ”) prior to the Effective Time to certain ICBC Employees (the “ Executive Equity Awards ”) to be exempt from any provisions under the 2005 Plan that would cause such awards to become fully vested and/or cancelled in exchange for, with respect to each such Option, the amount described in Section 2.2(a) above and for each RSU, an amount equal to the Merger Consideration, and instead be converted into options to purchase, and restricted stock units on, shares of common stock, without par value, of Sovereign (“ Sovereign Common Stock ”) on the same terms and conditions as the Executive Equity Awards were granted (the “ Converted Awards ”), which exchange shall be effected in accordance with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code” ) and the guidance issued thereunder.

ARTICLE III

Exchange of Certificates for Merger Consideration

      3.1.  Sovereign to Make Merger Consideration Available. Sovereign shall appoint an agent, who shall be reasonably acceptable to ICBC (the “ Exchange Agent” ), for the purpose of exchanging Certificates for the Merger Consideration. Prior to the Effective Time, Sovereign shall deposit with the Exchange Agent, for the benefit of the holders of Certificates, for exchange in accordance with this Article III, an amount of cash sufficient to make all payments pursuant to Article II (such cash amount, the “ Exchange Fund ”). The cash deposited with the Exchange Agent pursuant to this Section 3.1 shall be invested by the Exchange Agent as directed by Sovereign; provided that (a) no such investment or losses thereon shall affect the Merger Consideration payable to the holders of shares of ICBC Common Stock and following any losses Sovereign shall promptly provide additional funds to the Exchange Agent for the benefit of the stockholders of ICBC in the amount of any such losses and (b) such investments shall be in short-term obligations of the United States of America with maturities of no more than 30 days or guaranteed by the United States of America and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Moody’s Investors Service, Inc. or Standard & Poor’s Corporation, respectively. Any interest or income produced by such investments will be payable to or at the direction of Sovereign.

      3.2.  Exchange of Shares. (a) As soon as reasonably practicable after the Effective Time, and in no event more than five Business Days thereafter, Sovereign shall cause the Exchange Agent to mail to each holder of record of a Certificate or Certificates a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration therefor. Upon proper surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with a letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each share formerly represented by such Certificate (plus any dividend amount payable as described in Section 2.1(b)), and such Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued for the benefit of holders of Certificates on the Merger Consideration payable upon the surrender of the Certificates. Until surrendered as contemplated by this Article III, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by Section 2.1 (plus any dividend amount payable as described in Section 2.1(b)).

      (b) If the payment of the Merger Consideration is to be made to a person other than the registered holder of the Certificate surrendered in exchange therefor, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the person requesting such payment shall pay to the Exchange Agent in advance any applicable stock transfer or other Taxes or shall establish to the reasonable satisfaction of the Exchange Agent that such Taxes have been paid or are not payable.

      (c) Any portion of the Exchange Fund that remains unclaimed by the stockholders of ICBC for twelve months after the Effective Time shall be paid, at the request of Sovereign, to Sovereign. Any stockholders of ICBC who have not theretofore complied with this Article III shall thereafter look only to Sovereign for payment of the Merger Consideration deliverable in respect of each share of ICBC Common Stock held by such stockholder at the Effective Time as determined pursuant to this Agreement, without any interest thereon. Notwithstanding anything to the contrary contained herein, none of Sovereign, ICBC, the Exchange Agent or any other person shall be liable to any former holder of shares of ICBC Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of shares of ICBC Common Stock immediately prior to such time when the amounts would, pursuant to applicable law, otherwise escheat to or become property of any Governmental Entity shall become, to the extent permitted by applicable law, the property of Sovereign free and clear of any claims or interest of any person previously entitled thereto.

      (d) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Sovereign, the posting by such person of a bond in such amount as Sovereign may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement.

      (e) Sovereign or the Exchange Agent will be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of ICBC Common Stock such amounts as Sovereign or the Exchange Agent are required to deduct and withhold with respect to the making of such payment under the Code, or any applicable provision of any other U.S. federal, state, local or non-U.S. tax law. To the extent that such amounts are properly withheld by Sovereign or the Exchange Agent, such withheld amounts will be treated for all purposes of this Agreement as having been paid to the holder of the ICBC Common Stock in respect of whom such deduction and withholding were made by Sovereign or the Exchange Agent.

ARTICLE IV

Representations and Warranties of ICBC

      4.1.  Disclosure Schedule; Disclosure Standard. As of the date hereof, ICBC has delivered to Sovereign a schedule (the “ ICBC Disclosure Schedule” ) setting forth, among other things, certain items, the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in Article IV or to one or more covenants contained in Article VI. No representation or warranty of ICBC contained in this Article IV shall be deemed untrue or incorrect, and ICBC shall not be deemed to have breached a representation or warranty, or to have failed to satisfy a related condition, as a consequence of the existence or absence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with that or any other representation or warranty, has had or is reasonably likely to have a Material Adverse Effect (as hereinafter defined).

      As used in this Agreement, the term “ Material Adverse Effect ” means a material adverse effect on the business, results of operations or financial condition of ICBC and its Subsidiaries (as hereinafter defined) taken as a whole or a material adverse effect on ICBC’s ability to consummate the transactions contemplated hereby on a timely basis; provided , however , that in determining whether a Material Adverse Effect has occurred, there shall be excluded any effect resulting from or attributable to (i) any change in laws, rules or regulations or published interpretations thereof by courts or governmental authorities or in generally accepted accounting principles (“ GAAP ”) or regulatory accounting requirements, in any such case applicable to banks, savings banks, mortgage banks, mortgage brokers, savings associations or their holding companies generally, (ii) this Agreement (including the announcement thereof) or the transactions contemplated hereby, any action of Sovereign or its Subsidiaries or any action or omission of ICBC or its Subsidiaries taken or omitted to be taken pursuant to the terms of this Agreement or with the consent or at the direction of Sovereign, (iii) changes in general economic conditions or interest rates or any other events, conditions or trends affecting banks, savings banks, mortgage banks, mortgage brokers, savings associations or their holding companies generally, or (iv) expenses and costs incurred in connection with the transactions contemplated hereby; and provided , further , that a decrease in the trading or market price of the ICBC Common Stock shall not be considered, by itself, to constitute a Material Adverse Effect.

      ICBC hereby represents and warrants to Sovereign that, except as set forth in the ICBC Disclosure Schedule or the ICBC Reports (as hereinafter defined) filed prior to the date hereof:

      4.2.  Corporate Organization.

      (a) ICBC is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. ICBC has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted, and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary. ICBC is duly registered as a savings and loan holding company under the Home Owners’ Loan Act, as amended (“ HOLA ”), and qualified as a savings and loan holding company of the type described in Section 10(c)(3)(A) of HOLA. The copies of the certificate of incorporation and by-laws of ICBC which have previously been made available to Sovereign are true, complete and correct copies of such documents as in effect as of the date of this Agreement.

      (b) Each Subsidiary of ICBC (i) is duly organized and validly existing as a savings bank, corporation or partnership under the laws of its jurisdiction of organization, (ii) is duly licensed or qualified to do business and is in good standing in all jurisdictions (whether federal, state, local or foreign) where its ownership or leasing of property or the conduct of its business requires it to be so licensed or qualified and (iii) has all requisite corporate power and authority to own or lease its properties and assets and to carry on its business as now conducted. The copies of the organization certificate and by-laws of Independence Community Bank (“ Independence Bank ”) which have previously been made available to Sovereign are true, complete and correct copies of such documents as in effect as of the date of this Agreement. “ Subsidiary ” means, with respect to any person, any corporation, partnership, joint venture, limited liability company or any other entity (i) of which such person or a subsidiary of such person is a general partner or (ii) at least a majority of the securities or other interests of which having by their terms ordinary voting power to elect a majority of the Board of Directors or persons performing similar functions with respect to such entity is directly or indirectly owned by such person and/or one or more subsidiaries thereof.

      (c) Except for its ownership of Independence Bank, ICBC does not own, either directly or through its Subsidiaries, any stock or equity interest in any depository institution (as defined in 12 U.S.C. Section 1813(c)(1)). There are no ICBC Subsidiaries other than Independence Bank and those identified in the ICBC Disclosure Schedule. Independence Bank is a qualified thrift lender pursuant to Section 10(m) of HOLA and its deposits are insured by the Federal Deposit Insurance Corporation (the “ FDIC ”) through the Bank Insurance Fund (the “ BIF ”) and the Savings Association Insurance Fund (“ SAIF ”) to the fullest extent permitted by law. Independence Bank is a member in good standing of the Federal Home Loan Bank (“ FHLB ”) of New York.

      4.3.  Capitalization.

      (a) The authorized capital stock of ICBC consists of 250,000,000 shares of ICBC Common Stock and 25,000,000 shares of preferred stock, par value $0.01 per share, of ICBC (the “ ICBC Preferred Stock ”). As of the date hereof, there were 81,875,856 shares of ICBC Common Stock outstanding (including 3,661,366 unallocated shares of ICBC Common Stock held in the ICBC Employee Stock Ownership Program), no shares of ICBC Preferred Stock outstanding and 22,367,964 shares of ICBC Common Stock held in ICBC’s treasury. As of the date of this Agreement, no shares of ICBC Common Stock or ICBC Preferred Stock were reserved for issuance, except for an aggregate of 6,948,405 shares of ICBC Common Stock reserved for issuance (i) upon the exercise of stock options pursuant to the 1993 Broad National Incentive Stock Option Plan, 1993 Broad National Directors Non-Statutory Stock Option Plan, 1996 Broad National Incentive Stock Option Plan, 1996 Broad National Bancorporation Directors Non-Statutory Stock Option Plan, Statewide Financial Corp. 1996 Incentive Stock Option Plan, Staten Island Bancorp, Inc. Amended and Restated 1998 Stock Option Plan, ICBC Community Bank Corp. 1998 Stock Option Plan, ICBC Community Bank Corp. 2002 Stock Incentive Plan and ICBC Community Bank Corp. 2005 Stock Incentive Plan (collectively, the “ ICBC Stock Plans ”) and (ii) in payment of directors fees pursuant to ICBC’s Directors Fee Plan. All of the issued and outstanding shares of ICBC

      (b) Except as set forth in Section 4.3(b) of the ICBC Disclosure Schedule, ICBC owns, directly or indirectly, all of the issued and outstanding shares of capital stock of or all other equity interests in each of ICBC’s Subsidiaries, free and clear of any liens, charges, encumbrances, adverse rights or claims and security interests whatsoever (“ Liens ”), and all of such shares are duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Neither ICBC nor any Subsidiary thereof has or is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase, sale or issuance of any shares of capital stock or any other equity security of any Subsidiary of ICBC or any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of any such Subsidiary.

      (c) No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which ICBC’s stockholders may vote (“ Voting Debt ”) have been issued by ICBC and are outstanding.

      (d) Except as set forth on the ICBC Disclosure Schedule and except for the ICBC Subsidiaries, none of: (i) ICBC, (ii) Independence Bank, or (iii) any other ICBC Subsidiary, owns more than 5% of the outstanding equity interests, directly or indirectly, of any other company or controls any other company, except for equity interests held in the investment portfolios of ICBC Subsidiaries, equity interests held by ICBC Subsidiaries in a fiduciary capacity, equity interests held in connection with the commercial loan activities of ICBC Subsidiaries, or other securities and interests held in a fiduciary capacity and beneficially owned by third parties or taken in consideration of debts previously contracted. There are no subscriptions, options, warrants, calls, commitments, agreements or other rights outstanding and held by ICBC or Independence Bank with respect to the acquisition of any material amount of any other company’s capital stock or of the equity of any other person.

      4.4.  Authority; No Violation.

      (a) ICBC has full corporate power and authority to execute and deliver this Agreement and, subject to the adoption of this Agreement by the stockholders of ICBC under the DGCL and in accordance with ICBC’s certificate of incorporation and by-laws (the “ ICBC Stockholder Approval ”), to consummate the transactions contemplated hereby. The execution and delivery of this Agreement have been duly and validly approved by all necessary corporate action and, except for the ICBC Stockholder Approval, no other corporate or stockholder proceedings on the part of ICBC are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ICBC and (assuming due authorization, execution and delivery by Sovereign and Merger Sub) constitutes a valid and binding obligation of ICBC, enforceable against ICBC in accordance with its terms, except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally.

      (b) Neither the execution and delivery of this Agreement by ICBC nor the consummation by ICBC of the transactions contemplated hereby, nor compliance by ICBC with any of the terms or provisions hereof, will (i) violate any provision of the certificate of incorporation or by-laws of ICBC or any of the similar governing documents of any of its Subsidiaries or (ii) assuming that the consents and approvals referred to in Section 4.5 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to ICBC or any of its Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both,

      4.5.  Consents and Approvals. Except for (i) the approval of the Merger by the Office of Thrift Supervision (“ OTS ”), (ii) the filing with the Securities and Exchange Commission (the “ SEC ”) of the Proxy Statement (as hereinafter defined), other filings or approvals as may be required under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) or applicable state securities laws, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (iv) the ICBC Stockholder Approval, (v) any notices or filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “ HSR Act ”), and (vi) the consents and approvals set forth in Section 4.5 of the ICBC Disclosure Schedule, no consents or approvals of, or filings or registrations with, any court, administrative agency or commission or other governmental authority or instrumentality or self-regulatory organization (each, a “ Governmental Entity ”) or with any other third party are necessary in connection with (A) the execution and delivery by ICBC of this Agreement and (B) the consummation by ICBC of the Merger and the other transactions contemplated hereby. As of the date of this Agreement, ICBC does not know of any reason why any Requisite Regulatory Approval (as hereinafter defined) should not be obtained on a timely basis, or will be received with conditions, limitations or restrictions that would reasonably be expected to adversely impact ICBC’s ability to complete the transactions contemplated by this Agreement.

      4.6.  SEC Documents; Other Reports. (a) ICBC has filed all required reports, schedules, registration statements and other documents with the SEC since December 31, 2002 (the “ ICBC Reports ”). As of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), the ICBC Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “ Securities Act ”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such ICBC Reports, and none of the ICBC Reports when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date hereof, there are no outstanding comments from or unresolved issues raised by the SEC with respect to any of the ICBC Reports. None of ICBC’s Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act.

      (b) ICBC and each of its Subsidiaries have timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file since December 31, 2002 with any Governmental Entity (other than the SEC) and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations conducted by a Governmental Entity in the regular course of the business of ICBC and its Subsidiaries, no Governmental Entity has initiated any proceeding or, to the knowledge of ICBC, threatened an investigation into the business or operations of ICBC or any of its Subsidiaries since December 31, 2002. There is no unresolved violation, criticism or exception by any Governmental Entity with respect to any report, registration or statement filed by, or relating to any examinations by any such Governmental Entity of, ICBC or any of its Subsidiaries.

      4.7.  Financial Statements; Undisclosed Liabilities; Internal Controls. (a) The financial statements of ICBC (including any related notes thereto) included in the ICBC Reports complied as to form, as of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), in all material respects, with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as

      (b) Except for (i) those liabilities that are fully reflected or reserved for in the consolidated financial statements of ICBC included in its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2005, as filed with the SEC, or (ii) liabilities incurred since June 30, 2005 in the ordinary course of business consistent with past practice, neither ICBC nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued or contingent or otherwise and whether due or to become due), other than pursuant to or as contemplated by this Agreement.

      (c) ICBC has designed disclosure controls and procedures to ensure that material information relating to ICBC, including its Subsidiaries, is made known to the Chief Executive Officer and the Chief Financial Officer of ICBC by others within those entities.

      (d) ICBC has disclosed, based on its most recent evaluation prior to the date hereof, to ICBC ’s auditors and the audit committee of ICBC’s Board of Directors and in Section 4.7(d) of the ICBC Disclosure Schedule (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect in any material respect ICBC’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in ICBC’s internal controls over financial reporting.

      (e) The records, systems, controls, data and information of ICBC and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of ICBC or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a materially adverse effect on the system of internal accounting controls described in the following sentence. As and to the extent described in the ICBC Reports filed with the SEC prior to the date hereof, ICBC and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, and as of the date hereof, ICBC has not identified any material weaknesses in the design or operation of internal controls over financial reporting.

      4.8.  Broker’s Fees. Except for Merrill Lynch & Co., Inc. (“ Merrill Lynch ”) and Lehman Brothers Inc. (“ Lehman ”), neither ICBC nor any Subsidiary thereof nor any of their respective officers or directors has employed any broker or finder or incurred any liability for any broker’s fees, commissions or finder’s fees in connection with any of the transactions contemplated by this Agreement. The engagement letters with Merrill Lynch and Lehman relating to their respective engagements as ICBC’s financial advisors in connection with the transactions contemplated by this Agreement have been made available to Sovereign.

      4.9.  Absence of Certain Changes or Events. (i) Since June 30, 2005, no event has occurred which has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (ii) from June 30, 2005 to the date hereof, neither ICBC nor any of its Subsidiaries have taken any action that would have been prohibited by Section 6.2 if taken after the date of this Agreement.

      4.10.  Legal Proceedings. As of the date hereof, neither ICBC nor any of its Subsidiaries is a party to any, and there are no pending or, to the best of ICBC’s knowledge, threatened legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations of any nature against ICBC or any of its Subsidiaries. None of ICBC, or any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree or award of any Governmental Entity that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

      4.11.  Taxes. Except as set forth in Section 4.11 of the ICBC Disclosure Schedule:

      4.12.  Employees; Employee Benefit Plans.

      (a) Section 4.12(a) of the ICBC Disclosure Schedule contains a true and complete list of each material “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”), including multiemployer plans within the meaning of ERISA Section 3(37)), stock purchase, stock option, restricted stock, severance, employment, loan, change-in-control, fringe benefit, collective bargaining, bonus, incentive, deferred compensation and all

      (b) With respect to each Plan, ICBC has made available to Sovereign a current, accurate and complete copy thereof (or a written summary of the material terms of any unwritten plan) and, to the extent applicable: (i) any related trust agreement or other funding instrument; (ii) the most recent determination letter, if applicable; (iii) any summary plan description; and (iv) for the most recent year (A) the Form 5500 and attached schedules, (B) audited financial statements and (C) actuarial valuation reports.

      (c) (i) Each Plan has been established and administered in all material respects in accordance with its terms, and in all material respects in compliance with the applicable provisions of ERISA, the Code and other applicable laws, rules and regulations; (ii) each Plan which is intended to be qualified within the meaning of Code Section 401(a) has received a favorable determination letter as to its qualification, and nothing has occurred, whether by action or failure to act, that could reasonably be expected to cause the loss of such qualification; (iii) no event has occurred and no condition exists that would subject ICBC or any of its Subsidiaries, solely by reason of their affiliation with any “ ERISA Affiliate ” (defined as any organization which is a member of a controlled group of organizations within the meaning of Code Sections 414(b), (c), (m) or (o)), to any tax, fine, lien, penalty or other liability imposed by ERISA or the Code; and (iv) except as set forth in Section 4.12(c) of the ICBC Disclosure Schedule, no Plan provides retiree welfare benefits and neither ICBC nor any of its Subsidiaries have any obligation to provide any retiree welfare benefits other than as required by Section 4980B of the Code.

      (d) None of the Plans is a multiemployer plan (within the meaning of ERISA section 3(37)) and none of ICBC, its Subsidiaries or any ERISA Affiliate has any liability with respect to a multiemployer plan that remains unsatisfied.

      (e) With respect to any Plan, (i) no actions, suits or claims (other than routine claims for benefits in the ordinary course) are pending or, to the knowledge of ICBC or any of its Subsidiaries, threatened and, (ii) no facts or circumstances exist to the knowledge of ICBC or any of its Subsidiaries that could reasonably be expected to give rise to any such actions, suits or claims.

      (f) Except as set forth in Section 4.12(f) of the ICBC Disclosure Schedule, no Plan exists that could reasonably be expected to result, individually or in the aggregate, in connection with this Agreement in the payment of any “excess parachute payments” within the meaning of Section 280G of the Code.

      4.13.  Compliance With Applicable Law. ICBC and each of its Subsidiaries hold all licenses, franchises, permits and authorizations necessary for the lawful conduct of their respective businesses under all, and are not in violation of any, and have conducted their respective businesses in compliance with, applicable law, statute, order, rule or regulation of any Governmental Entity relating to ICBC or any of its Subsidiaries.

      4.14.  Certain Contracts. (a) Except as set forth in Section 4.14(a) of the ICBC Disclosure Schedule, as of the date of this Agreement, neither ICBC nor any of its Subsidiaries is a party to or is bound by any contract, written arrangement, commitment or understanding (whether written or oral) (i) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed in whole or in part after the date of this Agreement and which has not been filed with the SEC as so required, (ii) which is between ICBC or any of its Subsidiaries, on the one hand, and any entity (other than any of ICBC’s Subsidiaries) in which ICBC holds an equity investment that is accounted for using the equity method of accounting, on the other hand, or (iii) which limits the freedom of ICBC or any of its Subsidiaries to compete in any line of business, in any geographic area or with any person, or which requires referrals of business or requires ICBC or any of its Subsidiaries to make available

      (b) (i) Each ICBC Contract is valid and binding on ICBC or its applicable Subsidiary and in full force and effect, except to the extent such ICBC Contract or any portion thereof has expired in accordance with its terms, (ii) ICBC and each of its Subsidiaries has performed all obligations required to be performed by it to date under each ICBC Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute a material breach or default on the part of ICBC or any of its Subsidiaries or, to the knowledge of ICBC, any other party thereto, under any such ICBC Contract.

      4.15.  Regulatory Matters. Except as set forth in Section 4.15 of the ICBC Disclosure Schedule, neither ICBC nor any of its Subsidiaries is subject to any cease-and-desist or other order issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is a recipient of any extraordinary supervisory letter from, or is subject to any order or directive by, or has adopted any board resolutions at the request of (each, whether or not set forth in Section 4.15 of the ICBC Disclosure Schedule, an ” ICBC Regulatory Agreement” ), any Governmental Entity that currently restricts or by its terms will in the future restrict the conduct of its business or relates to its capital adequacy, its credit or risk management policies, its dividend policies, its management or its business, nor has ICBC or any of its Subsidiaries been advised by any Governmental Entity that it is considering issuing or requesting ICBC or any ICBC Subsidiary to enter into or become bound by any ICBC Regulatory Agreement. ICBC and Independence Bank meet or exceed all applicable regulatory capital requirements, and Independence Bank is “well capitalized” under such regulatory requirements.

      4.16.  ICBC Information. The information contained in the Proxy Statement (other than any information relating to Sovereign and its Subsidiaries provided by Sovereign for inclusion in the Proxy Statement) and the information relating to ICBC and its Subsidiaries to be provided by ICBC for inclusion in any filing pursuant to Rule 14a-12 under the Exchange Act, or in any other document filed with any other Governmental Entity in connection herewith, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading. The Proxy Statement (except for such portions thereof as relate only to Sovereign or any of its Subsidiaries) will comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder.

      4.17.  Title to Property.

      (a)  Real Property. ICBC and its Subsidiaries have good, valid and marketable title to all real property owned by them free and clear of all Liens, except Liens for current Taxes not yet due and payable and other standard exceptions commonly found in title policies in the jurisdiction where such real property is located, and such encumbrances and imperfections of title, if any, as do not materially interfere with the present or proposed use of such properties. All real property and fixtures material to the business, operations or financial condition of ICBC and its Subsidiaries are in good condition and repair.

      (b)  Personal Property. ICBC and its Subsidiaries have good, valid and marketable title to all tangible personal property owned by them, free and clear of all Liens.

      (c)  Leased Property. All leases of real property and all other leases material to ICBC and its Subsidiaries under which ICBC or a Subsidiary, as lessee, leases such real or other personal property are in full force and effect in accordance with their respective terms, and there is not under such lease any existing default by ICBC or such Subsidiary or, to the knowledge of ICBC, any other party thereto, or any event which with notice or lapse of time would constitute such a default.

      (d)  Insurance. ICBC and its Subsidiaries currently maintain insurance considered by ICBC to be reasonably prudent for their respective operations. As of the date hereof, neither ICBC nor any of its Subsidiaries has received notice from any insurance carrier that: (i) such insurance will be cancelled or

      4.18.  Environmental Liability. Except as set forth in Section 4.18 of the ICBC Disclosure Schedule, there are no legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that reasonably could be expected to result in the imposition, on ICBC or any of its Subsidiaries of any liability or obligation arising under common law standards relating to environmental protection, human health or safety, or under any local, state or federal environmental statute, regulation or ordinance, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (collectively, the “ Environmental Laws ”), pending or, to the knowledge of ICBC, threatened against ICBC or any of its Subsidiaries. To the knowledge of ICBC, there is no reasonable basis for any such proceeding, claim, action or governmental investigation that would impose any liability or obligation. To the knowledge of ICBC, during the period of (i) its or any of its Subsidiaries’ ownership or operation of any of their respective current properties, (ii) its or any of its Subsidiaries’ participation in the management of any property, or (iii) its or any of its Subsidiaries’ holding of a security interest or other interest in any property, there were no releases or threatened releases of hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws in, on, under or affecting any such property. ICBC has previously made available to Sovereign copies of any and all environmental reports, studies, assessments and information in its possession and prepared by or at the request of ICBC since December 31, 2003 regarding underground storage tanks or relating to the environmental condition of any property owned or operated by ICBC or any ICBC Subsidiary. Notwithstanding anything to the contrary contained in this Agreement, the representations and warranties in this Section 4.18 are the only representations and warranties of ICBC in this Agreement with respect to Environmental Laws or materials regulated under Environmental Laws.

      4.19.  Opinion of Financial Advisor. ICBC has received the opinion of each of Merrill Lynch and Lehman, dated as of the date of this Agreement, to the effect that, as of such date, the consideration to be paid to the stockholders of ICBC in the Merger is fair from a financial point of view to such holders of ICBC Common Stock.

      4.20.  Intellectual Property. ICBC and each of its Subsidiaries owns or possesses, or is licensed or otherwise has the right to use, all proprietary rights, including all trademarks, trade names, service marks and copyrights, necessary for the conduct of their existing businesses. Neither ICBC nor any of its Subsidiaries is bound by or a party to any licenses or agreements of any kind with respect to any trademarks, service marks or trade names which it claims to own. Neither ICBC nor any of its Subsidiaries has received any communications alleging that any of them has violated any of the patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity.

      4.21.  Labor Matters. Neither ICBC nor any of its Subsidiaries is a party to or is bound by any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization, nor is ICBC or any of its Subsidiaries the subject of a proceeding asserting that it or any such Subsidiary has committed an unfair labor practice (within the meaning of the National Labor Relations Act) or seeking to compel ICBC or any such Subsidiary to bargain with any labor organization as to wages or conditions of employment, nor is there any strike or other material labor dispute or disputes involving it or any of its Subsidiaries pending, or to ICBC’s knowledge, threatened, nor is ICBC aware of any activity involving its or any of its Subsidiaries’ employees seeking to certify a collective bargaining unit or engaging in other organizational activity.

      4.22.  Loan Matters. (a) Each outstanding Loan (including Loans held for resale to investors) has been solicited and originated and is administered and serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant loan documents, ICBC’s underwriting