BARCLAYS GROUP REORGANISATION ACT 2002

Notice is hereby given, pursuant to section 5(3) of the Barclays Group Reorganisation Act 2002 (“the Act”) that:

1. 1 December 2003 is an appointed day (“Appointed Day”) for the purposes of the Act.

2. Woolwich plc (“Woolwich”) is the appointed transferor of the appointed undertaking.

3. Barclays Bank PLC (the “Company”) is the appointed transferee of the appointed undertaking.

4. The undertaking in respect of which 1 December 2003 is an Appointed Day consists of the whole of the business, assets, property and liabilities of Woolwich existing immediately before that Appointed Day with the exception of the following excluded assets, liabilities, rights, benefits, obligations, articles, contracts, agreements and other documents not already excluded by section 3(3) of the Act (“the Excluded Woolwich Assets and Liabilities”) to the extent they exist and would otherwise form part of the said undertaking at the relevant time, namely:

(a) all dividends declared, made or paid by Woolwich or its Directors after 17 October 2003 and all rights, benefits, burdens, duties and obligations in respect thereof;

(b) all engagement contracts or service agreements between Woolwich and:

(i) any person as a Director, whether executive or non-executive, of Woolwich;

(ii) any person or entity as Auditor or Auditors of Woolwich;

and all rights, benefits, burdens, duties and obligations respectively thereunder;

(c) all interests of any kind in the issued share and/or loan capitals of the following seven companies, identified by their names at 17 October 2003:

(i) Banca Woolwich S.p.A., incorporated in Italy with its registered office in Milan, Via Pantano 13, registered in the Milan Register of Enterprises No. 10039940159 and REA No. 1339183 (“Banca Woolwich”);

(ii) Gabetti Holding S.p.A., incorporated in Italy with its registered office in Milan, Corso Matteotti 9, registered in the Milan Register of Enterprises No. 03650800158 and REA No. 975958;

(iii) Sedgwick Independent Financial Consultants Limited, registered in England and Wales No. 3841834;

(iv) Winguard Insurance Company Limited, incorporated in Guernsey No. 27539;

(v) Woolwich Independent Financial Advisory Services Limited, registered in England and Wales No. 1980022;

(vi) Woolwich Insurance Services Limited, registered in England and Wales No. 1980566;

(vii) Woolwich Telecoms Limited, registered in England and Wales No. 3958472;

(d) the following loan agreements or facilities to which Woolwich is a party and all rights, benefits, burdens, duties and obligations respectively thereunder, namely the:

(i) Committed Multi-Currency Evergreen Credit Facility Agreement, dated 5 November 1996 made between (1) Banca Woolwich (as borrower) and (2) Woolwich (as lender) and all agreements supplemental thereto between the same parties;

(ii) Subordinated Loan Agreement, dated 1 September 1999, and the Subordinated Loan Agreement, dated 18 September 2000 each made between (1) Banca Woolwich (as borrower) and (2) Woolwich (as lender) and all respectively related facility agreements and other supplemental agreements between the same parties;

(iii) Multi-Currency Loan Facility Agreement dated 17 October 2003 and made between (1) Woolwich (as borrower) and (2) the Company (as lender);

(iv) any Subordinated Loan Agreement(s) made on, or before, the Appointed Day between (1) the Company (as borrower) and (2) Woolwich (as lender);

(e) the following bank accounts held in the name of, and by, Woolwich with the Company, namely:

(i) Euro currency account numbered 58419344, and

(ii) Sterling currency account numbered 40307823

including any balances respectively thereon and all rights, benefits, burdens, duties and obligations respectively thereunder;

(f) the Clearing Agreement dated 21 December 1988, and any Clearing Agreement entered into with the Company at any time prior to the Appointed Day, each as respectively amended from time to time, to which Woolwich is a party and all rights, benefits, burdens, duties and obligations respectively thereunder;

(g) all licences, permissions, authorisations, concessions, waivers, consents and registrations in force immediately before the Appointed Day pursuant to any respective provisions of the Consumer Credit Act 1974, Data Protection Act 1998 and the Financial Services and Markets Act 2000 and relating either to Woolwich or to those persons whose service as officers or employees of Woolwich commenced before the Appointed Day and continues on, or for any period after, the Appointed Day;

(h) all title deeds, certificates, vouchers, coupons, documents and records relating to any of the Excluded Woolwich Assets and Liabilities;

(i) the amounts paid or to be paid on or after the Appointed Day by the Company to Woolwich representing the net asset value of the appointed undertaking transferred to, vested in and assumed by, the Company pursuant to this statutory appointment.

Barclays Bank PLC

21 November 2003.