Acquisition - Part 2

Berry Birch & Noble PLC
10 December 2001

PART 2

                                APPENDIX II
                                 DEFINITIONS

''Act'' The Companies Act 1985, as amended

''Acquisition'' the proposed acquisition by Berry Birch & Noble of Berkeley on
the terms set out in the Offer Document

''Admission'' first admission of the Consideration Shares to be issued
pursuant to the Offer on the Official List becoming effective in accordance
with the Listing Rules and to trading on the main market of the London Stock
Exchange

''Approved Plan'' an executive share option plan of the Company intended to be
approved by the Inland Revenue under schedule 9 of the Income and Corporation
Taxes Act 1988

''Appointed Representative'' a representative exempt from the general
prohibition under FSMA in relation to any regulated activity pursuant to the
provisions of section 39 of FSMA

''Australia'' Australia, its possessions and territories and all areas subject
to its jurisdiction or any political subdivision thereof

''Berkeley'' Berkeley Financial Services Group plc (registered number 4334082)
of Eaton House, 1 Eaton Road, Coventry CV1 2FJ

''Berkeley Fundraising'' the raising of £10,000,000 for Berkeley (before
expenses) by the allotment and issue of 40,000,000 new Berkeley Shares on the
terms set out in the Berkeley Prospectus

''Berkeley Group'' or ''Group'' Berkeley and the Berkeley Subsidiaries

''Berkeley Placees'' institutional investors who have undertaken to subscribe
for Berkeley Shares, inter alia, pursuant to the Berkeley Fundraising

''Berkeley Preference Shares'' the 2,500,000 preference shares of 10p each in
the capital of Berkeley

''Berkeley Prospectus'' the prospectus dated 7 December 2001 despatched by
Berkeley to potential investors in respect of, inter alia, the Berkeley
Fundraising

''Berkeley Shareholders'' the holders of Berkeley Shares and the Placees

''Berkeley Share Options'' the share options granted by Berkeley over the
capital of Berkeley as described in paragraph 3.3 of Appendix V of the Offer
Document

''Berkeley Shares'' the existing unconditionally allotted or issued and fully
paid ordinary shares of 20p each of Berkeley and any further such shares which
are unconditionally allotted or issued and fully paid while the Offer remains
open for acceptance (or such earlier date(s) as Berkeley may, subject to the
City Code, decide)

''Berkeley Subsidiaries'' Berkeley AM, Berkeley IA and Berkeley T & T

''Berkeley AM'' Berkeley Asset Management Limited, a wholly owned subsidiary
of Berkeley

''Berkeley IA'' Berkeley Independent Advisers Limited, a wholly owned
subsidiary of Berkeley (which is regulated by the FSA)

''Berkeley T&T'' Berkeley Training & Technology Limited, a wholly owned
subsidiary of Berkeley

''BBN Board'' or ''BBN Directors'' the directors of Berry Birch & Noble, being
the persons whose names are set out in paragraph 1.3 of Appendix V of the
Offer Document

''BBN Shareholders'' holders of Berry Birch & Noble Shares

''BBN Subsidiaries'' Berry Birch & Noble Financial Services Limited, Berry
Birch & Noble Trustees Limited, Berry Birch & Noble Insurance Brokers Limited
and Berry Birch & Noble Management Limited, being the trading subsidiaries of
Berry Birch & Noble

''Berry Birch & Noble'' Berry Birch & Noble plc (registered number 788306) of
Eaton House, 1 Eaton Road, Coventry CV1 2FJ

''Berry Birch & Noble Group'' the Company and the Subsidiary Companies at the
date of this document

''Berry Birch & Noble Shares'' or
''Ordinary Shares'' ordinary shares of 10p each in the capital of Berry Birch
& Noble

''Board'' or ''Directors'' the directors of Berkeley, being the persons whose
names are set out in paragraph 1.4 of Appendix V of the Offer Document

''Brewin Dolphin Securities'' Brewin Dolphin Securities Limited which is
regulated by The Financial Services Authority

''Canada'' Canada, its possessions and territories and all areas subject to
its jurisdiction or any political subdivision thereof

''Capital Adequacy adequate financial resources, as required pursuant to the
provisions of section 41 and schedule 6 of FSMA and (where the context
requires) prior to the commencement of such provisions, as required pursuant
to the Financial Services Act 1986

''Circular'' the document (also comprising listing particulars as required by
the Listing Rules) sent to all BBN Shareholders (other than certain overseas
shareholders) dated 7 December 2001

''City Code'' the City Code on Takeovers and Mergers

''Concert Party'' or ''Concert Parties'' those parties listed in Appendix III

''Consideration Shares'' new Berry Birch & Noble Shares to be issued by Berry
Birch & Noble pursuant to the Offer

''EMI Plan'' an enterprise management incentive plan proposed to be adopted by
the Company, further details of which are set out in paragraph 3 of Part V of
the Offer Document

''Enlarged Group'' the Berry Birch & Noble Group, as enlarged, following the
Offer becoming or being declared unconditional in all respects

''Enlarged Share Capital'' the Existing Ordinary Shares and the Consideration
Shares

''Event'' includes any event, act or omission

''Existing Ordinary Shares'' the ordinary shares of 10p each in the share
capital of Berry Birch & Noble at the date of this document

''Executive Plan'' the unapproved executive share option plan proposed to be
established by the Company further details of which are set out in paragraph 3
of Part V of the Offer Document

''FSMA'' the Financial Services and Markets Act 2000

''Form of Acceptance'' the form of acceptance, election and authority relating
to the Offer and accompanying the Offer Document

''FSA'' or ''Regulator'' The Financial Services Authority

''IFA'' independent financial adviser, a business authorised under FSMA,
either directly or as a member of a network, to give independent advice and
conduct investment business and who is authorised to advise upon regulated
financial products of the Product Providers

''IFA Firm'' a firm, company, partnership or other entity which provides
independent financial advice to potential purchasers of financial services
products

''Independent Shareholders'' BBN Shareholders other than the Concert Party

''Japan'' Japan, its possessions and territories and all areas subject to its
jurisdiction or any political subdivision thereof

''Listing Rules'' the rules and regulations made by the FSA in its capacity as
the UK Listing Authority made under section 78 of the FSMA

''London Stock Exchange'' London Stock Exchange plc

''Member Firm'' an IFA Firm which is a member of a Network

''Network'' a company, directly regulated by the FSA, providing services to
member IFAs which include compliance, training and competency, commission
processing and technical and sales training. Member Firms are referred to as
Appointed Representatives and each IFA within a Member Firm as a Registered
Individual

''Network Member'' an IFA Firm which is a member of the Network

''New Options'' the new share options proposed to be granted to holders of
Berkeley Share Options, as described in Part II of Appendix IV of the Offer
Document

''Offer'' the share offer described in the Offer Document, made by Brewin
Dolphin Securities on behalf of Berry Birch & Noble to acquire all of the
Berkeley Shares on the terms and subject to the conditions set out in this
document and the Form of Acceptance and, where the context so requires, any
subsequent revision, variation, extension or renewal thereof

''Official List'' the Official List of the UK Listing Authority

''Ordinary Shares'' ordinary shares of 10p each in the share capital of Berry
Birch & Noble from time to time

''Panel'' the Panel on Takeovers and Mergers

''Pensions Review'' the review instigated by the Securities and Investments
Board into the sale of pensions covering the period April 1988 to June 1994

''Product Provider'' financial institutions such as life assurers, banks and
insurance companies that supply the financial products (including regulated
financial products) marketed, sold and advised upon by direct sales forces,
tied agents and IFAs

''Registered Individuals'' an individual who is a 'registered individual'
within the meaning of the rules of the FSA (formerly the rules of the PIA)

''Regulations'' the Uncertificated Securities Regulations 1995 (SI 1995 No. 95
/3272)

''Related Party'' or ''Related Parties'' Messrs. Lockyer, Butcher, Ingledew
and Herring

''Relationship Deed'' the deed dated 6 December 2001 between Mr Lockyer and
Berry Birch & Noble plc relating to the operation of the Enlarged Group

''Rowan Dartington'' Rowan Dartington & Co. Limited, which is regulated by the
Financial Services Authority

''UK'' or ''United Kingdom'' the United Kingdom of Great Britain and Northern
Ireland

''UK Listing Authority'' or ''UKLA'' the FSA acting in its capacity as the
competent authority for the purpose of Part VI of FSMA, including where the
context so permits, any committee, employee, officer or servant to which any
function of the UKLA may for the time being be delegated

''US'' or ''United States'' the United States of America, its territories and
possessions, any state of the United States of America and the District of
Columbia and all other areas subject to its jurisdiction

''Waiver'' the proposed waiver of the obligation on the Concert Party to make
a general offer under rule 9 of the City Code to be granted by the Panel
conditionally on the approval of the Independent Shareholders by the passing
of Resolution 2 on the Notice of EGM at the Extraordinary General Meeting of
Berry Birch & Noble, notice of which is contained in the Circular

''Warranty Deed'' the deed dated 6 December 2001 between Messrs Lockyer,
Banbury and White and Berry Birch & Noble relating to the giving of certain
warranties and tax indemnities by Messrs Lockyer, Banbury and White in favour
of Berry Birch & Noble in respect of the Berkeley Group

For the purposes of this document, ''subsidiary'', ''subsidiary undertaking''
and ''associated undertaking'' have the respective meanings under the Act.

                                 APPENDIX III
                                CONCERT PARTY

In so far as is known to the Company, as at 6 December 2001 (being the latest
practicable date prior to the publication of this document), the following
persons comprised the Concert Party and would on the basis that the Offer
becomes or is declared unconditional in all respects and on the basis of full
acceptance of the Offer, become entitled on acceptance by them in full of the
Offer to Berry Birch & Noble Shares in the Enlarged Share Capital as set out
below:
                                               Existing          Enlarged Share
                                           Ordinary Shares              Capital
                                                            New Ordinary
                                              Number    Per       Shares    Per
                                                      cent.               cent.
Atlas Trust Company (Jersey) Limited as      400,000  5.553    3,047,274   5.06
Trustees of Palliser Trust
C Lockyer                                    340,000  4.720   28,679,497  47.59
M Banbury                                     28,100  0.390    2,712,560   4.50
B White                                       25,000  0.347    2,153,904   3.57
J Barnett                                     58,000  0.805      113,556   0.19
L Turner & Mrs S Turner                       26,200  0.364      137,311   0.23
E Jones                                        3,000  0.042       65,644   0.11
M Bromwich                                     6,000  0.084      208,030   0.35
S Herring                                     79,050  1.098      608,319   1.01
C N Butcher                                    4,500  0.063      978,214   1.62
S L Ingledew                                   4,500  0.063      647,112   1.07
G N Austen                                    10,000  0.139       10,000   0.02
S Webster                                     60,100  0.834      115,616   0.19
T Turner                                         Nil    Nil       55,556   0.09
A Hawkins                                        Nil    Nil       52,180   0.09
R Stokes                                         Nil    Nil       62,664   0.10
N Parmar                                         Nil    Nil       55,556   0.09
M Naughton                                       Nil    Nil       27,778   0.05
B Munro-Wilson                                   Nil    Nil      111,111   0.18
Total                                      1,044,450 14.502   39,841,882  66.12

7 December 2001