Proposed exchange of preference shares

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

PROPOSED EXCHANGE OF A&L PREFERENCE SHARES (ISIN XS0254788515) FOR NEW SANTANDER UK PREFERENCE SHARES (ISIN XS0502105454)

Preference Scheme becoming effective

A&L is pleased to announce that today the Preference Court Order has been filed with the Registrar of Companies and that, accordingly, the proposed exchange of A&L Preference Shares for New Santander UK Preference Shares (the "Preference Scheme") has now become effective in accordance with its terms.

The New Santander UK Preference Shares will be issued today pursuant to the Preference Scheme and are expected to be admitted to the Official List and to trading on the London Stock Exchange at 8.00 a.m. on 29 April 2010.

Applications have been made to the UK Listing Authority and to the London Stock Exchange respectively requesting the cancellation of the listing of the A&L Preference Shares on the Official List as well as trading on the London Stock Exchange. Cancellation is expected to take place at 8.00 a.m. on 29 April 2010.

Capitalised terms in this announcement have the same meanings given to them in the Scheme Document dated 12 March 2010, unless otherwise indicated.

UBS Limited is acting as Advisor to Santander UK in relation to the Preference Scheme.

If you have any questions relating to the Scheme Document or the Prospectus, please contact the Solicitation Agent:

For legal reasons, UBS will not be able to provide advice on the merits of the Preference Scheme or give any financial or tax advice.

This announcement does not constitute or form part of, and should not be construed as, an offer or invitation to sell, or any solicitation of any offer to purchase securities and does not constitute a prospectus or prospectus equivalent document. The distribution of this announcement in jurisdictions other than the UK may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. A&L will not incur any liability for its own failure or the failure of any other person to comply with the provisions of any such restrictions.

This announcement is not an offer for sale of, or a solicitation to purchase or subscribe for, any securities in the United States. The New Santander UK Preference Shares will not be registered under the US Securities Act of 1933 (the "Securities Act"), as amended, in reliance upon the exemption from the registration requirements of the Securities Act. Neither the US Securities Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed judgement upon the adequacy or accuracy of this announcement. Any representation to the contrary is a criminal offence in the United States.

This announcement contains "forward-looking" statements. The forward-looking statements contained in this announcement speak only as of the date of this announcement. A&L and Santander UK disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any change in its expectations or any change in events, conditions or circumstances on which such statements are based unless required to do so by applicable law, the Prospectus Rules, the Listing Rules or the Disclosure and Transparency Rules of the Financial Services Authority.

For further details, please contact:

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