The bid is conditional upon it being accepted by the owners of 75.01% of Banco Zaragozano, S.A.'s share capital. Barclays has already obtained an irrevocable undertaking to accept the bid on the part of the shareholders who represent 53.97% of Banco Zaragozano, S.A.'s share capital, amongst which are included all the members of its Board of Directors who unanimously voted to support this operation.

The term of acceptance shall be one month following the publication of the first of the announcements foreseen in Article 18 of Royal Decree 1997/1991, which shall include the basic details of the operation. The bid prospectus and complementary documentation shall be made available to the shareholders of Banco Zaragozano, S.A. and to the interested public as from the day following the publication date of said first announcement, both at the registered addresses of Barclays Bank, S.A. and Banco Zaragozano, S.A., as well as at the Governing Bodies of the Madrid, Valencia, Barcelona and Bilbao Securities Markets and at the registered address of BBVA Bolsa, S.V., S.A. Likewise, within this term, the prospectus and complementary documentation may be consulted at the public registries of the CNMV (located in Madrid and Barcelona), as well as on the CNMV website (prospectus only). In the same way, the prospectus shall be available on the websites of Barclays Bank, S.A.(www.barclays.es) and of Banco Zaragozano, S.A.(www.bancozaragozano.es) as from the day following the publication date of the first announcement. Any information on the bid that is relevant for decision-making on the part of the shareholders of Banco Zaragozano, S.A. is contained in the Prospectus of the bid and in complementary documentation. Nevertheless. both entities shall set up a telephone information service for the shareholders wishing to make any query regarding the operation (Banco Zaragozano: 901.123.321 and 902.334.554 / Barclays: 91.336.14.14).

This operation is a step forward in Barclays' strategy for Continental Europe and establishes the grounds for the Group's growth in Spain after consolidating its success on this market since its incorporation 25 years ago. The combination of Barclays and Zaragozano's banking business in Spain shall triple both Barclays' branch office network and its current client portfolio, which shall benefit from a wider and improved range of products and from greater access to the Group's banking services. The merger of these two entities shall give rise to the six private banking group, by assets, in Spain.

For further information, please contact:

Barclays Bank, Spain:
Communications Department
Evelio Acevedo + 34 913 36 13 18

Banco Zaragozano, S.A.:
Communications Department
Luis Sol +34 976 76 30 75

Barclays Bank PLC UK
Public Relations Department
Chris Tucker +44 (0) 20 7699 3161

Editors Note

Banco Zaragozano, S.A.

Banco Zaragozano is Spain's 11th private banking group by total assets at 31 December 2002. Founded in 1910, Zaragozano currently has a national distribution network covering 361 branch offices in Spain's major cities, as well as in smaller towns, with a particularly important regional presence in Madrid, Aragón and Cataluña. At 31 December 2002, Zaragozano obtained earnings before tax of 67 million euros and its total assets were valued at 5,857 million euros; it had 4,680 million euros in client loans, 4,886 million euros in private asset management and 364 million euros in shareholder securities. It has a high quality loan portfolio of which nearly 50% corresponds to mortgages, with a NPLs ratio lower than the average of Spanish banks.

Barclays Bank, S.A.

Barclays España is Spain's 10th private banking group by total assets at 31 December 2002. Barclays España enjoys a renowned trademark based on its strength and innovation background. Its first representative office in Spain opened in 1974 and it currently has a network of 165 branch offices in Spain's major cities. Most of these branch offices are in city centres and in significant tourist resorts on the Spanish coast. Barclays España is a renowned innovator- it launched the first financial account, unit linked products, the first guarantee fund indexed to the IBEX 35 and the Remunerated Mortgage ("Hipoteca Remunerada"). As a result of launching this last product, the market share of new mortgages in Barclays España increased from 0.5% to 5% in just three months. At 31 December 2002, Barclays España obtained earnings before tax of 59 million euros, with a 13% accumulated annual growth in the last 4 years. Upon closing of the 2002 financial year, Barclays España had total assets worth 10,469 million euros, 7,913 million euros in client loans and 8,407 million euros in private asset management.

Barclays is also present in Spain through Barclaycard International, which manages its "revolving" card business, and Barclays Capital, its investment banking division, which in 2002 reached a total client turnover of 7,300 million euros and now leads the Spanish ranking of financial debt (loans and bond issue) for the second consecutive year.

Barclays PLC

Barclays is one of the leading financial services groups in the United Kingdom. It is the leading services supplier for multinationals and institutions in the world's main financial centres and has over 20 million clients worldwide. Barclays has been running for more than 300 years and has over 74,000 employees.

[s21 FSMA disclaimer]

[This document may contain certain future forecasts according to the meaning of Article 21E of the U.S. Securities Act of 1934, as subsequently amended, and of Article 27A of the U.S. Securities Act of 1933, as subsequently amended, referring to certain strategies followed by the Barclays Group and its current objectives and expectations in relation to its financial situation and future development. These future forecasts may be identified by the fact that they do not strictly refer to past or present facts. Future forecasts often use terms such as "anticipate", "objective", "expectation", "estimate", "purpose", "planning", "goal", "forecast" or other terms with similar meanings. By their very nature, future forecasts entail a risk and lack of certainty because they refer to future events and circumstances, including but not limited to, the current economic and business situation in the United Kingdom and worldwide, market risks such as fluctuations in interest rates and exchange rates, policies and measures adopted by governmental and regulatory authorities, changes in the law and the effect of competition, many of which are beyond Barclays Group's control. Consequently, the future results of the Barclays Group may significantly differ from the plans, goals and expectations established in its future forecasts. All future forecasts made by or on behalf of the Barclays Group exclusively refer to the date on which they were made. Barclays does not intend to update its future forecasts to reflect any changes in the expectations of the Barclays Group in relation to the same or any changes in the facts, conditions or circumstances on which such forecasts were based. Notwithstanding the foregoing, the reader should consult any declaration Barclays may make in the documents it records at the U.S. Securities and Exchange Commission.]