S.I. No. 227 of 2005

Central Bank Act 1971 (Approval of Scheme of Transfer between Barclays Bank plc and Barclays Bank Ireland plc) Order 2005

WHEREAS Barclays Bank plc (the “Transferor”), which has its registered office at 54 Lombard Street, London EC3P 3AH, England, and which carries on its banking business in the State through its offices at 47-48 St. Stephen’s Green, Dublin 2, and is authorised to act as a credit institution in the State by virtue of the European Communities (Licensing and Supervision of Credit Institutions) Regulations 1992 ( S.I. No. 395 of 1992 ), has agreed with Barclays Bank Ireland plc (the “Transferee”), a public company incorporated in the State with limited liability which has its registered office at 47-48 St. Stephen’s Green, Dublin 2, and which is the holder of a licence under the Central Bank Act 1971 , to sell and transfer to the Transferee the undertaking of and the banking business (subject to certain exceptions) which the Transferor is authorised to carry on in the State by virtue of the said European Communities (Licensing and Supervision of Credit Institutions) Regulations 1992.

AND WHEREAS on 28 February 2005 the Transferor and the Transferee submitted to the Minister for Finance for his approval the Scheme of Transfer (in the following Order referred to as the “Scheme”) made by the Transferor and the Transferee on 25 February 2005.

NOW I, Brian Cowen, Minister for Finance, after consultation with the Central Bank and Financial Services Authority of Ireland and, in respect of Articles 4 to 10 of this Order at the request of the Transferor and the Transferee, hereby, in exercise of the powers conferred on me by section 33 of the Central Bank Act 1971 ( No. 24 of 1971 ), order as follows:

1.          This order may be cited the Central Bank Act 1971 (Approval of Scheme of Transfer between Barclays Bank plc and Barclays Bank Ireland plc) Order 2005.

2.          In this Order -

“Business” means the banking business of the Transferor agreed to be transferred to the Transferee under the Scheme;

“Scheme” means the Scheme of Transfer made by the Transferor and the Transferee on 25 February 2005 submitted to the Minister under section 33 of the Central Bank Act 1971 ( No. 24 of 1971 );.

“transfer date” means 1 July 2005 or such later date as the Transferor and the Transferee may agree in writing in accordance with the Scheme;

“Transferee” means Barclays Bank Ireland plc;

“Transferor” means Barclays Bank plc.

3.          I approve of the Scheme.

4.          The investments specified in section 1 of the Trustee Act 1893 (as amended by the Trustee (Authorised Investments) Act 1958 ) are varied by --

(a)        adding investments in interest-bearing deposit accounts with Barclays Bank Ireland plc, and

(b)       deleting investments in interest-bearing deposit accounts with Barclays Bank International Limited.

5.          The list of banks set out in the First Schedule to the Solicitors Accounts Regulations 1984 (S. I. No. 204 of 1984) is amended by substituting “Barclays Bank Ireland plc” for the references to Barclays Bank International Limited and Barclays Commercial Bank Limited, and the definition of “Bank” in those Regulations shall be construed accordingly.

6.          All books and other documents which would before the transfer date have been evidence in respect of any matter relating to the Business for or against the Transferor shall be admitted in evidence in respect of the same matter for or against the Transferee on and from the transfer date.

7.         (1)       On and from the transfer date --

(a)        the Bankers’ Books Evidence Acts 1879 to 1989 shall apply with respect to any books of the Transferor transferred to the Transferee in connection with the Business and to entries made in those books before the transfer date as if such books were the books of the Transferee, and

(b)        for the purpose of section 4 of the Bankers’ Books Evidence Act 1879, any book to which that Act applies by virtue of subparagraph (a) of this paragraph shall, on being proved to be in the custody of the Transferee, be deemed to be one of the ordinary books of the Transferee and any entry therein purporting to have been made before the transfer date shall be deemed to have been made in the ordinary course of business.

(2)        In this Article “books” has the same meaning as “bankers’ books” in the Bankers’ Books Evidence Acts 1879 to 1989.

8.         (1)        In respect of the Business, the Transferor shall, at the request of the Transferee, execute all instruments and do all such acts as may be necessary to transfer the property vested immediately before the transfer date in the Transferor as trustee, executor, guardian or in any other fiduciary capacity (as the case may be) to, and vest the same in, the Transferee in the same capacity, upon the trusts and with and subject to the powers, provisions, liabilities and obligations applicable thereto respectively.

(2)      The Transferee shall be entitled to remuneration and to act as trustee, executor, guardian or in any other fiduciary capacity (as the case may be) at the same scale of fees and upon and subject to the same terms and conditions as were applicable to the Transferor immediately before the transfer date.

9.          Any contract of guarantee, indemnity or suretyship, letter of credit, loan agreement, facility agreement or letter, lease, hire purchase agreement, deposit agreement, charge, mortgage, assignment, pledge, swap, option, forward, future or other derivatives contract, bond, warrant, foreign exchange contract or any other contract, agreement or instrument undertaken by the Transferor with any person in the course of or incidental to the Business shall be transferred or deemed to have been transferred to the Transferee on the transfer date and shall become on and from that date a contract, agreement or instrument between the Transferee and that person with the same rights and subject to the same obligations and incidents (including rights of set-off) as would have been applicable thereto if such contract, agreement or instrument between the Transferor and such person had continued and any order, instruction, direction, mandate or authority given, whether before or after that date, by that person in relation to any such contract, agreement or instrument and subsisting at the transfer date shall apply and have effect after the transfer of such contract, agreement or instrument to the Transferee as aforesaid and any monies due and owing by such person to the Transferor at that date under or by virtue of any such contract, agreement or instrument shall become due and payable by that person to the Transferee instead of the Transferor.

10.        All parts of the Business not otherwise transferred to the Transferee pursuant to the other provisions of this Order or sections 34 to 38 and section 42 of the Central Bank Act 1971 shall be transferred or deemed to have been transferred to the Transferee on the transfer date in accordance with the provisions of the Scheme.

EXPLANATORY NOTE

(This note is not part of the Instrument and does not purport to be a legal interpretation).

This Order approves the partial transfer of the business carried on by Barclays Bank plc in the Republic of Ireland to Barclays Bank Ireland plc in accordance with the transfer scheme submitted to the Minister for Finance. The effect of the Order is that the relevant provisions of Part III of the Central Bank Act 1971 will apply to the transfer. The Order also makes provision for matters arising from and incidental to, the transfer.