Sant Uk.10te% Regulatory News (SAN)

Alliance & Leicester plc ("A&L") and Santander UK plc ("Santander")

Important changes to Alliance & Leicester plc

Alliance & Leicester plc (A&L) intends to transfer its business in to its immediate parent company, Santander UK plc (Santander) later this year under a scheme allowed by Part VII of the Financial Services and Markets Act 2000. This transfer is subject to FSA support and Court approval.

The transfer will provide benefits for customers and Santander. For customers this includes access to Santander's full product range plus use of over 1,300 Santander branches in the UK, four times as many branches as currently available for A&L customers.

By rationalising systems and improving the sales and risk management processes through having a single view of customers' dealings with the bank, Santander will also benefit from the significant synergies that were announced to the market at the time of the A&L acquisition in 2008.

We will be writing to A&L customers in the next few weeks with details on the timing of the transfer and any implications they will need to consider.

Once the transfer becomes effective, work will then begin to move certain customers' accounts to Santander's IT system with an expectation of rebranding Alliance & Leicester to Santander by the end of 2010.

For further information regarding the proposed transfer, please:

·; visit us at www.alliance-leicester.co.uk or www.santander.co.uk;

·; call us on +44 (0) 800 015 0964; or

·; write to us at Freepost RSGY-JEAA-SGHK, 2 Triton Square, Regent's Place, London, NW1 3AN.

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