EXHIBIT 10.2.2


(Multicurrency -- Cross Border)


                                   ISDA(R)
                International Swap Dealers Association, Inc.

                               MASTER AGREEMENT

                        dated as of 28 January, 2004

Swiss Re Financial Products            The Bank of New York (as "Note Trustee")
Corporation ("Party A")                Granite Mortgages 04-1 plc ("Party B")
..................................and...........................................

have entered and/or anticipate entering into one or more transactions (each a
"Transaction") that are or will be governed by this Master Agreement, which
includes the schedule (the "Schedule"), and the documents and other confirming
evidence (each a "Confirmation") exchanged between the parties confirming
those Transactions.

Accordingly, the parties agree as follows: --

1.   Interpretation

(a) Definitions. The terms defined in Section 14 and in the Schedule will have
the meanings therein specified for the purpose of this Master Agreement.

(b) Inconsistency. In the event of any inconsistency between the provisions of
the Schedule and the other provisions of this Master Agreement, the Schedule
will prevail. In the event of any inconsistency between the provisions of any
Confirmation and this Master Agreement (including the Schedule), such
Confirmation will prevail for the purpose of the relevant Transaction.

(c) Single Agreement. All Transactions are entered into in reliance on the
fact that this Master Agreement and all Confirmations form a single agreement
between the parties (collectively referred to as this "Agreement"), and the
parties would not otherwise enter into any Transactions.

2.   Obligations

(a) General Conditions.

     (i) Each party will make each payment or delivery specified in each
     Confirmation to be made by it, subject to the other provisions of this
     Agreement.

     (ii) Payments under this Agreement will be made on the due date for value
     on that date in the place of the account specified in the relevant
     Confirmation or otherwise pursuant to this Agreement, in freely
     transferable funds and in the manner customary for payments in the
     required currency. Where settlement is by delivery (that is, other than
     by payment), such delivery will be made for receipt on the due date in
     the manner customary for the relevant obligation unless otherwise
     specified in the relevant Confirmation or elsewhere in this Agreement.

     (iii) Each obligation of each party under Section 2(a)(i) is subject to
     (1) the condition precedent that no Event of Default or Potential Event
     of Default with respect to the other party has occurred and is
     continuing, (2) the condition precedent that no Early Termination Date in
     respect of the relevant Transaction has occurred or been effectively
     designated and (3) each other applicable condition precedent specified in
     this Agreement.

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(b) Change of Account. Either party may change its account for receiving a
payment or delivery by giving notice to the other party at least five Local
Business Days prior to the scheduled date for the payment or delivery to which
such change applies unless such other party gives timely notice of a
reasonable objection to such change.

(c) Netting. If on any date amounts would otherwise be payable:--

     (i)  in the same currency; and

     (ii) in respect of the same Transaction,

by each party to the other, then, on such date, each party's obligation to
make payment of any such amount will be automatically satisfied and discharged
and, if the aggregate amount that would otherwise have been payable by one
party exceeds the aggregate amount that would otherwise have been payable by
the other party, replaced by an obligation upon the party by whom the larger
aggregate amount would have been payable to pay to the other party the excess
of the larger aggregate amount over the smaller aggregate amount.

The parties may elect in respect of two or more Transactions that a net amount
will be determined in respect of all amounts payable on the same date in the
same currency in respect of such Transactions, regardless of whether such
amounts are payable in respect of the same Transaction. The election may be
made in the Schedule or a Confirmation by specifying that subparagraph (ii)
above will not apply to the Transactions identified as being subject to the
election, together with the starting date (in which case subparagraph (ii)
above will not, or will cease to, apply to such Transactions from such date).
This election may be made separately for different groups of Transactions and
will apply separately to each pairing of Offices through which the parties
make and receive payments or deliveries.

(d) Deduction or Withholding for Tax.

     (i) Gross-Up. All payments under this Agreement will be made without any
     deduction or withholding for or on account of any Tax unless such
     deduction or withholding is required by any applicable law, as modified
     by the practice of any relevant governmental revenue authority, then in
     effect. If a party is so required to deduct or withhold, then that party
     ("X") will:--

          (1) promptly notify the other party ("Y") of such requirement;

          (2) pay to the relevant authorities the full amount required to be
          deducted or withheld (including the full amount required to be
          deducted or withheld from any additional amount paid by X to Y under
          this Section 2(d)) promptly upon the earlier of determining that
          such deduction or withholding is required or receiving notice that
          such amount has been assessed against Y;

          (3) promptly forward to Y an official receipt (or a certified copy),
          or other documentation reasonably acceptable to Y, evidencing such
          payment to such authorities; and

          (4) if such Tax is an Indemnifiable Tax, pay to Y, in addition to
          the payment to which Y is otherwise entitled under this Agreement,
          such additional amount as is necessary to ensure that the net amount
          actually received by Y (free and clear of Indemnifiable Taxes,
          whether assessed against X or Y) will equal the full amount Y would
          have received had no such deduction or withholding been required.
          However, X will not be required to pay any additional amount to Y to
          the extent that it would not be required to be paid but for:--

               (A) the failure by Y to comply with or perform any agreement
               contained in Section 4(a)(i), 4(a)(iii) or 4(d); or

               (B) the failure of a representation made by Y pursuant to
               Section 3(f) to be accurate and true unless such failure would
               not have occurred but for (I) any action taken by a taxing
               authority, or brought in a court of competent jurisdiction, on
               or after the date on which a Transaction is entered into
               (regardless of whether such action is taken or brought with
               respect to a party to this Agreement) or (II) a Change in Tax
               Law.

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     (ii) Liability. If: --

          (1) X is required by any applicable law, as modified by the practice
          of any relevant governmental revenue authority, to make any
          deduction or withholding in respect of which X would not be required
          to pay an additional amount to Y under Section 2(d)(i)(4);

          (2) X does not so deduct or withhold; and

          (3) a liability resulting from such Tax is assessed directly against
          X,

      then, except to the extent Y has satisfied or then satisfies the
      liability resulting from such Tax, Y will promptly pay to X the amount
      of such liability (including any related liability for interest, but
      including any related liability for penalties only if Y has failed to
      comply with or perform any agreement contained in Section 4(a)(i),
      4(a)(iii) or 4(d)).

(e) Default Interest; Other Amounts. Prior to the occurrence or effective
designation of an Early Termination Date in respect of the relevant
Transaction, a party that defaults in the performance of any payment
obligation will, to the extent permitted by law and subject to Section 6(c),
be required to pay interest (before as well as after judgment) on the overdue
amount to the other party on demand in the same currency as such overdue
amount, for the period from (and including) the original due date for payment
to (but excluding) the date of actual payment, at the Default Rate. Such
interest will be calculated on the basis of daily compounding and the actual
number of days elapsed. If, prior to the occurrence or effective designation
of an Early Termination Date in respect of the relevant Transaction, a party
defaults in the performance of any obligation required to be settled by
delivery, it will compensate the other party on demand if and to the extent
provided for in the relevant Confirmation or elsewhere in this Agreement.

3.   Representations

Each party represents to the other party (which representations will be deemed
to be repeated by each party on each date on which a Transaction is entered
into and, in the case of the representations in Section 3(f), at all times
until the termination of this Agreement) that:--

(a)  Basic Representations.

     (i) Status. It is duly organised and validly existing under the laws of
     the jurisdiction of its organisation or incorporation and, if relevant
     under such laws, in good standing;

     (ii) Powers. It has the power to execute this Agreement and any other
     documentation relating to this Agreement to which it is a party, to
     deliver this Agreement and any other documentation relating to this
     Agreement that it is required by this Agreement to deliver and to perform
     its obligations under this Agreement and any obligations it has under any
     Credit Support Document to which it is a party and has taken all
     necessary action to authorise such execution, delivery and performance;

     (iii) No Violation or Conflict. Such execution, delivery and performance
     do not violate or conflict with any law applicable to it, any provision
     of its constitutional documents, any order or judgment of any court or
     other agency of government applicable to it or any of its assets or any
     contractual restriction binding on or affecting it or any of its assets;

     (iv) Consents. All governmental and other consents that are required to
     have been obtained by it with respect to this Agreement or any Credit
     Support Document to which it is a party have been obtained and are in
     full force and effect and all conditions of any such consents have been
     complied with; and

     (v) Obligations Binding. Its obligations under this Agreement and any
     Credit Support Document to which it is a party constitute its legal,
     valid and binding obligations, enforceable in accordance with their
     respective terms (subject to applicable bankruptcy, reorganisation,
     insolvency, moratorium or similar laws affecting creditors' rights
     generally and subject, as to enforceability, to equitable principles of
     general application (regardless of whether enforcement is sought in a
     proceeding in equity or at law)).


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(b) Absence of Certain Events. No Event of Default or Potential Event of
Default or, to its knowledge, Termination Event with respect to it has
occurred and is continuing and no such event or circumstance would occur as a
result of its entering into or performing its obligations under this Agreement
or any Credit Support Document to which it is a party.

(c) Absence of Litigation. There is not pending or, to its knowledge,
threatened against it or any of its Affiliates any action, suit or proceeding
at law or in equity or before any court, tribunal, governmental body, agency
or official or any arbitrator that is likely to affect the legality, validity
or enforceability against it of this Agreement or any Credit Support Document
to which it is a party or its ability to perform its obligations under this
Agreement or such Credit Support Document.

(d) Accuracy of Specified Information. All applicable information that is
furnished in writing by or on behalf of it to the other party and is
identified for the purpose of this Section 3(d) in the Schedule is, as of the
date of the information, true, accurate and complete in every material
respect.

(e) Payer Tax Representation. Each representation specified in the Schedule as
being made by it for the purpose of this Section 3(e) is accurate and true.

(f) Payee Tax Representations. Each representation specified in the Schedule
as being made by it for the purpose of this Section 3(f) is accurate and true.

4.   Agreements

Each party agrees with the other that, so long as either party has or may have
any obligation under this Agreement or under any Credit Support Document to
which it is a party:--

(a) Furnish Specified Information. It will deliver to the other party or, in
certain cases under subparagraph (iii) below, to such government or taxing
authority as the other party reasonably directs:--

     (i) any forms, documents or certificates relating to taxation specified
     in the Schedule or any Confirmation;

     (ii) any other documents specified in the Schedule or any Confirmation;
     and

     (iii) upon reasonable demand by such other party, any form or document
     that may be required or reasonably requested in writing in order to allow
     such other party or its Credit Support Provider to make a payment under
     this Agreement or any applicable Credit Support Document without any
     deduction or withholding for or on account of any Tax or with such
     deduction or withholding at a reduced rate (so long as the completion,
     execution or submission of such form or document would not materially
     prejudice the legal or commercial position of the party in receipt of
     such demand), with any such form or document to be accurate and completed
     in a manner reasonably satisfactory to such other party and to be
     executed and to be delivered with any reasonably required certification,

in each case by the date specified in the Schedule or such Confirmation or, if
none is specified, as soon as reasonably practicable.

(b) Maintain Authorisations. It will use all reasonable efforts to maintain in
full force and effect all consents of any governmental or other authority that
are required to be obtained by it with respect to this Agreement or any Credit
Support Document to which it is a party and will use all reasonable efforts to
obtain any that may become necessary in the future.

(c) Comply with Laws. It will comply in all material respects with all
applicable laws and orders to which it may be subject if failure so to comply
would materially impair its ability to perform its obligations under this
Agreement or any Credit Support Document to which it is a party.

(d) Tax Agreement. It will give notice of any failure of a representation made
by it under Section 3(f) to be accurate and true promptly upon learning of
such failure.

(e) Payment of Stamp Tax. Subject to Section 11, it will pay any Stamp Tax
levied or imposed upon it or in respect of its execution or performance of
this Agreement by a jurisdiction in which it is incorporated,


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organised, managed and controlled, or considered to have its seat, or in which
a branch or office through which it is acting for the purpose of this
Agreement is located ("Stamp Tax Jurisdiction") and will indemnify the other
party against any Stamp Tax levied or imposed upon the other party or in
respect of the other party's execution or performance of this Agreement by any
such Stamp Tax Jurisdiction which is not also a Stamp Tax Jurisdiction with
respect to the other party.

5.   Events of Default and Termination Events

(a) Events of Default. The occurrence at any time with respect to a party or,
if applicable, any Credit Support Provider of such party or any Specified
Entity of such party of any of the following events constitutes an event of
default (an "Event of Default") with respect to such party:--

     (i) Failure to Pay or Deliver. Failure by the party to make, when due,
     any payment under this Agreement or delivery under Section 2(a)(i) or
     2(e) required to be made by it if such failure is not remedied on or
     before the third Local Business Day after notice of such failure is given
     to the party;

     (ii) Breach of Agreement. Failure by the party to comply with or perform
     any agreement or obligation (other than an obligation to make any payment
     under this Agreement or delivery under Section 2(a)(i) or 2(e) or to give
     notice of a Termination Event or any agreement or obligation under
     Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by
     the party in accordance with this Agreement if such failure is not
     remedied on or before the thirtieth day after notice of such failure is
     given to the party;

     (iii) Credit Support Default.

          (1) Failure by the party or any Credit Support Provider of such
          party to comply with or perform any agreement or obligation to be
          complied with or performed by it in accordance with any Credit
          Support Document if such failure is continuing after any applicable
          grace period has elapsed;

          (2) the expiration or termination of such Credit Support Document or
          the failing or ceasing of such Credit Support Document to be in full
          force and effect for the purpose of this Agreement (in either case
          other than in accordance with its terms) prior to the satisfaction
          of all obligations of such party under each Transaction to which
          such Credit Support Document relates without the written consent of
          the other party; or

          (3) the party or such Credit Support Provider disaffirms, disclaims,
          repudiates or rejects, in whole or in part, or challenges the
          validity of, such Credit Support Document;

     (iv) Misrepresentation. A representation (other than a representation
     under Section 3(e) or (f)) made or repeated or deemed to have been made
     or repeated by the party or any Credit Support Provider of such party in
     this Agreement or any Credit Support Document proves to have been
     incorrect or misleading in any material respect when made or repeated or
     deemed to have been made or repeated;

     (v) Default under Specified Transaction. The party, any Credit Support
     Provider of such party or any applicable Specified Entity of such party
     (1) defaults under a Specified Transaction and, after giving effect to
     any applicable notice requirement or grace period, there occurs a
     liquidation of, an acceleration of obligations under, or an early
     termination of, that Specified Transaction, (2) defaults, after giving
     effect to any applicable notice requirement or grace period, in making
     any payment or delivery due on the last payment, delivery or exchange
     date of, or any payment on early termination of, a Specified Transaction
     (or such default continues for at least three Local Business Days if
     there is no applicable notice requirement or grace period) or (3)
     disaffirms, disclaims, repudiates or rejects, in whole or in part, a
     Specified Transaction (or such action is taken by any person or entity
     appointed or empowered to operate it or act on its behalf);

     (vi) Cross Default. If "Cross Default" is specified in the Schedule as
     applying to the party, the occurrence or existence of(1) a default, event
     of default or other similar condition or event (however


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     described) in respect of such party, any Credit Support Provider of such
     party or any applicable Specified Entity of such party under one or more
     agreements or instruments relating to Specified Indebtedness of any of
     them (individually or collectively) in an aggregate amount of not less
     than the applicable Threshold Amount (as specified in the Schedule) which
     has resulted in such Specified Indebtedness becoming, or becoming capable
     at such time of being declared, due and payable under such agreements or
     instruments, before it would otherwise have been due and payable or (2) a
     default by such party, such Credit Support Provider or such Specified
     Entity (individually or collectively) in making one or more payments on
     the due date thereof in an aggregate amount of not less than the
     applicable Threshold Amount under such agreements or instruments (after
     giving effect to any applicable notice requirement or grace period);

     (vii) Bankruptcy. The party, any Credit Support Provider of such party or
     any applicable Specified Entity of such party: --

          (1) is dissolved (other than pursuant to a consolidation,
          amalgamation or merger); (2) becomes insolvent or is unable to pay
          its debts or fails or admits in writing its inability generally to
          pay its debts as they become due; (3) makes a general assignment,
          arrangement or composition with or for the benefit of its creditors;
          (4) institutes or has instituted against it a proceeding seeking a
          judgment of insolvency or bankruptcy or any other relief under any
          bankruptcy or insolvency law or other similar law affecting
          creditors' rights, or a petition is presented for its winding-up or
          liquidation, and, in the case of any such proceeding or petition
          instituted or presented against it, such proceeding or petition (A)
          results in a judgment of insolvency or bankruptcy or the entry of an
          order for relief or the making of an order for its winding-up or
          liquidation or (B) is not dismissed, discharged, stayed or
          restrained in each case within 30 days of the institution or
          presentation thereof; (5) has a resolution passed for its
          winding-up, official management or liquidation (other than pursuant
          to a consolidation, amalgamation or merger); (6) seeks or becomes
          subject to the appointment of an administrator, provisional
          liquidator, conservator, receiver, trustee, custodian or other
          similar official for it or for all or substantially all its assets;
          (7) has a secured party take possession of all or substantially all
          its assets or has a distress, execution, attachment, sequestration
          or other legal process levied, enforced or sued on or against all or
          substantially all its assets and such secured party maintains
          possession, or any such process is not dismissed, discharged, stayed
          or restrained, in each case within 30 days thereafter; (8) causes or
          is subject to any event with respect to it which, under the
          applicable laws of any jurisdiction, has an analogous effect to any
          of the events specified in clauses (1) to (7) (inclusive); or (9)
          takes any action in furtherance of, or indicating its consent to,
          approval of, or acquiescence in, any of the foregoing acts; or

     (viii) Merger Without Assumption. The party or any Credit Support Provider
     of such party consolidates or amalgamates with, or merges with or into,
     or transfers all or substantially all its assets to, another entity and,
     at the time of such consolidation, amalgamation, merger or transfer:--

          (1) the resulting, surviving or transferee entity fails to assume
          all the obligations of such party or such Credit Support Provider
          under this Agreement or any Credit Support Document to which it or
          its predecessor was a party by operation of law or pursuant to an
          agreement reasonably satisfactory to the other party to this
          Agreement; or

          (2) the benefits of any Credit Support Document fail to extend
          (without the consent of the other party) to the performance by such
          resulting, surviving or transferee entity of its obligations under
          this Agreement.

(b) Termination Events. The occurrence at any time with respect to a party or,
if applicable, any Credit Support Provider of such party or any Specified
Entity of such party of any event specified below constitutes an Illegality if
the event is specified in (i) below, a Tax Event if the event is specified in
(ii) below or a Tax Event Upon Merger if the event is specified in (iii)
below, and, if specified to be applicable, a Credit Event


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Upon Merger if the event is specified pursuant to (iv) below or an Additional
Termination Event if the event is specified pursuant to (v) below:--

     (i) Illegality. Due to the adoption of, or any change in, any applicable
     law after the date on which a Transaction is entered into, or due to the
     promulgation of, or any change in, the interpretation by any court,
     tribunal or regulatory authority with competent jurisdiction of any
     applicable law after such date, it becomes unlawful (other than as a
     result of a breach by the party of Section 4(b)) for such party (which
     will be the Affected Party):--

          (1) to perform any absolute or contingent obligation to make a
          payment or delivery or to receive a payment or delivery in respect
          of such Transaction or to comply with any other material provision
          of this Agreement relating to such Transaction; or

          (2) to perform, or for any Credit Support Provider of such party to
          perform, any contingent or other obligation which the party (or such
          Credit Support Provider) has under any Credit Support Document
          relating to such Transaction;

     (ii) Tax Event. Due to (x) any action taken by a taxing authority, or
     brought in a court of competent jurisdiction, on or after the date on
     which a Transaction is entered into (regardless of whether such action is
     taken or brought with respect to a party to this Agreement) or (y) a
     Change in Tax Law, the party (which will be the Affected Party) will, or
     there is a substantial likelihood that it will, on the next succeeding
     Scheduled Payment Date (1) be required to pay to the other party an
     additional amount in respect of an Indemnifiable Tax under Section
     2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or
     6(e)) or (2) receive a payment from which an amount is required to be
     deducted or withheld for or on account of a Tax (except in respect of
     interest under Section 2(e), 6(d)(ii) or 6(e)) and no additional amount
     is required to be paid in respect of such Tax under Section 2(d)(i)(4)
     (other than by reason of Section 2(d)(i)(4)(A) or (B));

     (iii) Tax Event Upon Merger. The party (the "Burdened Party") on the next
     succeeding Scheduled Payment Date will either (1) be required to pay an
     additional amount in respect of an Indemnifiable Tax under Section
     2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or
     6(e)) or (2) receive a payment from which an amount has been deducted or
     withheld for or on account of any Indemnifiable Tax in respect of which
     the other party is not required to pay an additional amount (other than
     by reason of Section 2(d)(i)(4)(A) or (B)), in either case as a result of
     a party consolidating or amalgamating with, or merging with or into, or
     transferring all or substantially all its assets to, another entity
     (which will be the Affected Party) where such action does not constitute
     an event described in Section 5(a)(viii);

     (iv) Credit Event Upon Merger. If "Credit Event Upon Merger" is specified
     in the Schedule as applying to the party, such party ("X"), any Credit
     Support Provider of X or any applicable Specified Entity of X
     consolidates or amalgamates with, or merges with or into, or transfers
     all or substantially all its assets to, another entity and such action
     does not constitute an event described in Section 5(a)(viii) but the
     creditworthiness of the resulting, surviving or transferee entity is
     materially weaker than that of X, such Credit Support Provider or such
     Specified Entity, as the case may be, immediately prior to such action
     (and, in such event, X or its successor or transferee, as appropriate,
     will be the Affected Party); or

     (v) Additional Termination Event. If any "Additional Termination Event"
     is specified in the Schedule or any Confirmation as applying, the
     occurrence of such event (and, in such event, the Affected Party or
     Affected Parties shall be as specified for such Additional Termination
     Event in the Schedule or such Confirmation).

(c) Event of Default and Illegality. If an event or circumstance which would
otherwise constitute or give rise to an Event of Default also constitutes an
Illegality, it will be treated as an Illegality and will not constitute an
Event of Default.

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6.   Early Termination

(a) Right to Terminate Following Event of Default. If at any time an Event of
Default with respect to a party (the "Defaulting Party") has occurred and is
then continuing, the other party (the "Non-defaulting Party") may, by not more
than 20 days notice to the Defaulting Party specifying the relevant Event of
Default, designate a day not earlier than the day such notice is effective as
an Early Termination Date in respect of all outstanding Transactions. If,
however, "Automatic Early Termination" is specified in the Schedule as
applying to a party, then an Early Termination Date in respect of all
outstanding Transactions will occur immediately upon the occurrence with
respect to such party of an Event of Default specified in Section
5(a)(vii)(1), (3), (5), (6) or, to the extent analogous thereto, (8), and as
of the time immediately preceding the institution of the relevant proceeding
or the presentation of the relevant petition upon the occurrence with respect
to such party of an Event of Default specified in Section 5(a)(vii)(4) or, to
the extent analogous thereto, (8).

(b) Right to Terminate Following Termination Event.

     (i) Notice. If a Termination Event occurs, an Affected Party will,
     promptly upon becoming aware of it, notify the other party, specifying
     the nature of that Termination Event and each Affected Transaction and
     will also give such other information about that Termination Event as the
     other party may reasonably require.

     (ii) Transfer to Avoid Termination Event. If either an Illegality under
     Section 5(b)(i)(l) or a Tax Event occurs and there is only one Affected
     Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the
     Affected Party, the Affected Party will, as a condition to its right to
     designate an Early Termination Date under Section 6(b)(iv), use all
     reasonable efforts (which will not require such party to incur a loss,
     excluding immaterial, incidental expenses) to transfer within 20 days
     after it gives notice under Section 6(b)(i) all its rights and
     obligations under this Agreement in respect of the Affected Transactions
     to another of its Offices or Affiliates so that such Termination Event
     ceases to exist.

     If the Affected Party is not able to make such a transfer it will give
     notice to the other party to that effect within such 20 day period,
     whereupon the other party may effect such a transfer within 30 days after
     the notice is given under Section 6(b)(i).

     Any such transfer by a party under this Section 6(b)(ii) will be subject
     to and conditional upon the prior written consent of the other party,
     which consent will not be withheld if such other party's policies in
     effect at such time would permit it to enter into transactions with the
     transferee on the terms proposed.

     (iii) Two Affected Parties. If an Illegality under Section 5(b)(i)(1) or
     a Tax Event occurs and there are two Affected Parties, each party will
     use all reasonable efforts to reach agreement within 30 days after notice
     thereof is given under Section 6(b)(i) on action to avoid that
     Termination Event.

     (iv) Right to Terminate. If:--

          (1) a transfer under Section 6(b)(ii) or an agreement under Section
          6(b)(iii), as the case may be, has not been effected with respect to
          all Affected Transactions within 30 days after an Affected Party
          gives notice under Section 6(b)(i); or

          (2) an Illegality under Section 5(b)(i)(2), a Credit Event Upon
          Merger or an Additional Termination Event occurs, or a Tax Event
          Upon Merger occurs and the Burdened Party is not the Affected Party,

     either party in the case of an Illegality, the Burdened Party in the case
     of a Tax Event Upon Merger, any Affected Party in the case of a Tax Event
     or an Additional Termination Event if there is more than one Affected
     Party, or the party which is not the Affected Party in the case of a
     Credit Event Upon Merger or an Additional Termination Event if there is
     only one Affected Party may, by not more than 20 days notice to the other
     party and provided that the relevant Termination Event is then


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     continuing, designate a day not earlier than the day such notice is
     effective as an Early Termination Date in respect of all Affected
     Transactions.

(c) Effect of Designation.

     (i) If notice designating an Early Termination Date is given under
     Section 6(a) or (b), the Early Termination Date will occur on the date so
     designated, whether or not the relevant Event of Default or Termination
     Event is then continuing.

     (ii) Upon the occurrence or effective designation of an Early Termination
     Date, no further payments or deliveries under Section 2(a)(i) or 2(e) in
     respect of the Terminated Transactions will be required to be made, but
     without prejudice to the other provisions of this Agreement. The amount,
     if any, payable in respect of an Early Termination Date shall be
     determined pursuant to Section 6(e).

(d) Calculations.

     (i) Statement. On or as soon as reasonably practicable following the
     occurrence of an Early Termination Date, each party will make the
     calculations on its part, if any, contemplated by Section 6(e) and will
     provide to the other party a statement (1) showing, in reasonable detail,
     such calculations (including all relevant quotations and specifying any
     amount payable under Section 6(e)) and (2) giving details of the relevant
     account to which any amount payable to it is to be paid. In the absence
     of written confirmation from the source of a quotation obtained in
     determining a Market Quotation, the records of the party obtaining such
     quotation will be conclusive evidence of the existence and accuracy of
     such quotation.

     (ii) Payment Date. An amount calculated as being due in respect of any
     Early Termination Date under Section 6(e) will be payable on the day that
     notice of the amount payable is effective (in the case of an Early
     Termination Date which is designated or occurs as a result of an Event of
     Default) and on the day which is two Local Business Days after the day on
     which notice of the amount payable is effective (in the case of an Early
     Termination Date which is designated as a result of a Termination Event).
     Such amount will be paid together with (to the extent permitted under
     applicable law) interest thereon (before as well as after judgment) in
     the Termination Currency, from (and including) the relevant Early
     Termination Date to (but excluding) the date such amount is paid, at the
     Applicable Rate. Such interest will be calculated on the basis of daily
     compounding and the actual number of days elapsed.

(e) Payments on Early Termination. If an Early Termination Date occurs, the
following provisions shall apply based on the parties' election in the
Schedule of a payment measure, either "Market Quotation" or "Loss", and a
payment method, either the "First Method" or the "Second Method". If the
parties fail to designate a payment measure or payment method in the Schedule,
it will be deemed that "Market Quotation" or the "Second Method", as the case
may be, shall apply. The amount, if any, payable in respect of an Early
Termination Date and determined pursuant to this Section will be subject to
any Set-off.

     (i) Events of Default. If the Early Termination Date results from an
     Event of Default: --

          (1) First Method and Market Quotation. If the First Method and
          Market Quotation apply, the Defaulting Party will pay to the
          Non-defaulting Party the excess, if a positive number, of(A) the sum
          of the Settlement Amount (determined by the Non-defaulting Party) in
          respect of the Terminated Transactions and the Termination Currency
          Equivalent of the Unpaid Amounts owing to the Non-defaulting Party
          over (B) the Termination Currency Equivalent of the Unpaid Amounts
          owing to the Defaulting Party.

          (2) First Method and Loss. If the First Method and Loss apply, the
          Defaulting Party will pay to the Non-defaulting Party, if a positive
          number, the Non-defaulting Party's Loss in respect of this
          Agreement.

          (3) Second Method and Market Quotation. If the Second Method and
          Market Quotation apply, an amount will be payable equal to (A) the
          sum of the Settlement Amount (determined by the

                                      9

<PAGE>

          Non-defaulting Party) in respect of the Terminated Transactions and
          the Termination Currency Equivalent of the Unpaid Amounts owing to
          the Non-defaulting Party less (B) the Termination Currency
          Equivalent of the Unpaid Amounts owing to the Defaulting Party. If
          that amount is a positive number, the Defaulting Party will pay it
          to the Non-defaulting Party; if it is a negative number, the
          Non-defaulting Party will pay the absolute value of that amount to
          the Defaulting Party.

          (4) Second Method and Loss. If the Second Method and Loss apply, an
          amount will be payable equal to the Non-defaulting Party's Loss in
          respect of this Agreement. If that amount is a positive number, the
          Defaulting Party will pay it to the Non-defaulting Party; if it is a
          negative number, the Non-defaulting Party will pay the absolute
          value of that amount to the Defaulting Party.

     (ii) Termination Events. If the Early Termination Date results from a
     Termination Event:--

          (1) One Affected Party. If there is one Affected Party, the amount
          payable will be determined in accordance with Section 6(e)(i)(3), if
          Market Quotation applies, or Section 6(e)(i)(4), if Loss applies,
          except that, in either case, references to the Defaulting Party and
          to the Non-defaulting Party will be deemed to be references to the
          Affected Party and the party which is not the Affected Party,
          respectively, and, if Loss applies and fewer than all the
          Transactions are being terminated, Loss shall be calculated in
          respect of all Terminated Transactions.

          (2) Two Affected Parties. If there are two Affected Parties: --

               (A) if Market Quotation applies, each party will determine a
               Settlement Amount in respect of the Terminated Transactions,
               and an amount will be payable equal to (I) the sum of (a)
               one-half of the difference between the Settlement Amount of the
               party with the higher Settlement Amount ("X") and the
               Settlement Amount of the party with the lower Settlement Amount
               ("Y") and (b) the Termination Currency Equivalent of the Unpaid
               Amounts owing to X less (II) the Termination Currency
               Equivalent of the Unpaid Amounts owing to Y; and

               (B) if Loss applies, each party will determine its Loss in
               respect of this Agreement (or, if fewer than all the
               Transactions are being terminated, in respect of all Terminated
               Transactions) and an amount will be payable equal to one-half
               of the difference between the Loss of the party with the higher
               Loss ("X") and the Loss of the party with the lower Loss ("Y").

          If the amount payable is a positive number, Y will pay it to X; if
          it is a negative number, X will pay the absolute value of that
          amount to Y.

     (iii) Adjustment for Bankruptcy. In circumstances where an Early
     Termination Date occurs because "Automatic Early Termination" applies in
     respect of a party, the amount determined under this Section 6(e) will be
     subject to such adjustments as are appropriate and permitted by law to
     reflect any payments or deliveries made by one party to the other under
     this Agreement (and retained by such other party) during the period from
     the relevant Early Termination Date to the date for payment determined
     under Section 6(d)(ii).

     (iv) Pre-Estimate. The parties agree that if Market Quotation applies an
     amount recoverable under this Section 6(e) is a reasonable pre-estimate
     of loss and not a penalty. Such amount is payable for the loss of bargain
     and the loss of protection against future risks and except as otherwise
     provided in this Agreement neither party will be entitled to recover any
     additional damages as a consequence of such losses.


                                    10

<PAGE>


7.   Transfer

Subject to Section 6(b)(ii), neither this Agreement nor any interest or
obligation in or under this Agreement may be transferred (whether by way of
security or otherwise) by either party without the prior written consent of
the other party, except that:

(a) a party may make such a transfer of this Agreement pursuant to a
consolidation or amalgamation with, or merger with or into, or transfer of all
or substantially all its assets to, another entity (but without prejudice to
any other right or remedy under this Agreement); and

(b) a party may make such a transfer of all or any part of its interest in any
amount payable to it from a Defaulting Party under Section 6(e).

Any purported transfer that is not in compliance with this Section will be
void.

8.   Contractual Currency

(a) Payment in the Contractual Currency. Each payment under this Agreement
will be made in the relevant currency specified in this Agreement for that
payment (the "Contractual Currency"). To the extent permitted by applicable
law, any obligation to make payments under this Agreement in the Contractual
Currency will not be discharged or satisfied by any tender in any currency
other than the Contractual Currency, except to the extent such tender results
in the actual receipt by the party to which payment is owed, acting in a
reasonable manner and in good faith in converting the currency so tendered
into the Contractual Currency, of the full amount in the Contractual Currency
of all amounts payable in respect of this Agreement. If for any reason the
amount in the Contractual Currency so received falls short of the amount in
the Contractual Currency payable in respect of this Agreement, the party
required to make the payment will, to the extent permitted by applicable law,
immediately pay such additional amount in the Contractual Currency as may be
necessary to compensate for the shortfall. If for any reason the amount in the
Contractual Currency so received exceeds the amount in the Contractual
Currency payable in respect of this Agreement, the party receiving the payment
will refund promptly the amount of such excess.

(b) Judgments. To the extent permitted by applicable law, if any judgment or
order expressed in a currency other than the Contractual Currency is rendered
(i) for the payment of any amount owing in respect of this Agreement, (ii) for
the payment of any amount relating to any early termination in respect of this
Agreement or (iii) in respect of a judgment or order of another court for the
payment of any amount described in (i) or (ii) above, the party seeking
recovery, after recovery in full of the aggregate amount to which such party
is entitled pursuant to the judgment or order, will be entitled to receive
immediately from the other party the amount of any shortfall of the
Contractual Currency received by such party as a consequence of sums paid in
such other currency and will refund promptly to the other party any excess of
the Contractual Currency received by such party as a consequence of sums paid
in such other currency if such shortfall or such excess arises or results from
any variation between the rate of exchange at which the Contractual Currency
is converted into the currency of the judgment or order for the purposes of
such judgment or order and the rate of exchange at which such party is able,
acting in a reasonable manner and in good faith in converting the currency
received into the Contractual Currency, to purchase the Contractual Currency
with the amount of the currency of the judgment or order actually received by
such party. The term "rate of exchange" includes, without limitation, any
premiums and costs of exchange payable in connection with the purchase of or
conversion into the Contractual Currency.

(c) Separate Indemnities. To the extent permitted by applicable law, these
indemnities constitute separate and independent obligations from the other
obligations in this Agreement, will be enforceable as separate and independent
causes of action, will apply notwithstanding any indulgence granted by the
party to which any payment is owed and will not be affected by judgment being
obtained or claim or proof being made for any other sums payable in respect of
this Agreement.

(d) Evidence of Loss. For the purpose of this Section 8, it will be sufficient
for a party to demonstrate that it would have suffered a loss had an actual
exchange or purchase been made.

                                      11

<PAGE>


9.   Miscellaneous

(a) Entire Agreement. This Agreement constitutes the entire agreement and
understanding of the parties with respect to its subject matter and supersedes
all oral communication and prior writings with respect thereto.

(b) Amendments. No amendment, modification or waiver in respect of this
Agreement will be effective unless in writing (including a writing evidenced
by a facsimile transmission) and executed by each of the parties or confirmed
by an exchange of telexes or electronic messages on an electronic messaging
system.

(c) Survival of Obligations. Without prejudice to Sections 2(a)(iii) and
6(c)(ii), the obligations of the parties under this Agreement will survive the
termination of any Transaction.

(d) Remedies Cumulative. Except as provided in this Agreement, the rights,
powers, remedies and privileges provided in this Agreement are cumulative and
not exclusive of any rights, powers, remedies and privileges provided by law.

(e) Counterparts and Confirmations.

     (i) This Agreement (and each amendment, modification and waiver in
     respect of it) may be executed and delivered in counterparts (including
     by facsimile transmission), each of which will be deemed an original.

     (ii) The parties intend that they are legally bound by the terms of each
     Transaction from the moment they agree to those terms (whether orally or
     otherwise). A Confirmation shall he entered into as soon as practicable
     and may he executed and delivered in counterparts (including by facsimile
     transmission) or be created by an exchange of telexes or by an exchange
     of electronic messages on an electronic messaging system, which in each
     case will be sufficient for all purposes to evidence a binding supplement
     to this Agreement. The parties will specify therein or through another
     effective means that any such counterpart, telex or electronic message
     constitutes a Confirmation.

(f) No Waiver of Rights. A failure or delay in exercising any right, power or
privilege in respect of this Agreement will not be presumed to operate as a
waiver, and a single or partial exercise of any right, power or privilege will
not be presumed to preclude any subsequent or further exercise, of that right,
power or privilege or the exercise of any other right, power or privilege.

(g) Headings. The headings used in this Agreement are for convenience of
reference only and are not to affect the construction of or to be taken into
consideration in interpreting this Agreement.

10.  Offices; Multibranch Parties

(a) If Section 10(a) is specified in the Schedule as applying, each party that
enters into a Transaction through an Office other than its head or home office
represents to the other party that, notwithstanding the place of booking
office or jurisdiction of incorporation or organisation of such party, the
obligations of such party are the same as if it had entered into the
Transaction through its head or home office. This representation will be
deemed to be repeated by such party on each date on which a Transaction is
entered into.

(b) Neither party may change the Office through which it makes and receives
payments or deliveries for the purpose of a Transaction without the prior
written consent of the other party.

(c) If a party is specified as a Multibranch Party in the Schedule, such
Multibranch Party may make and receive payments or deliveries under any
Transaction through any Office listed in the Schedule, and the Office through
which it makes and receives payments or deliveries with respect to a
Transaction will be specified in the relevant Confirmation.

11.  Expenses

A Defaulting Party will, on demand, indemnify and hold harmless the other
party for and against all reasonable out-of-pocket expenses, including legal
fees and Stamp Tax, incurred by such other party by reason of the enforcement
and protection of its rights under this Agreement or any Credit Support
Document


                                      12
<PAGE>


to which the Defaulting Party is a party or by reason of the early
termination of any Transaction, including, but not limited to, costs of
collection.

12.  Notices

(a) Effectiveness. Any notice or other communication in respect of this
Agreement may be given in any manner set forth below (except that a notice or
other communication under Section 5 or 6 may not be given by facsimile
transmission or electronic messaging system) to the address or number or in
accordance with the electronic messaging system details provided (see the
Schedule) and will be deemed effective as indicated:--

     (i) if in writing and delivered in person or by courier, on the date it
     is delivered;

     (ii) if sent by telex, on the date the recipient's answerback is
     received;

     (iii) if sent by facsimile transmission, on the date that transmission is
     received by a responsible employee of the recipient in legible form (it
     being agreed that the burden of proving receipt will be on the sender and
     will not be met by a transmission report generated by the sender's
     facsimile machine);

     (iv) if sent by certified or registered mail (airmail, if overseas) or
     the equivalent (return receipt requested), on the date that mail is
     delivered or its delivery is attempted; or

     (v) if sent by electronic messaging system, on the date that electronic
     message is received,

unless the date of that delivery (or attempted delivery) or that receipt, as
applicable, is not a Local Business Day or that communication is delivered (or
attempted) or received, as applicable, after the close of business on a Local
Business Day, in which case that communication shall be deemed given and
effective on the first following day that is a Local Business Day.

(b) Change of Addresses. Either party may by notice to the other change the
address, telex or facsimile number or electronic messaging system details at
which notices or other communications are to be given to it.

13.  Governing Law and Jurisdiction

(a) Governing Law. This Agreement will be governed by and construed in
accordance with the law specified in the Schedule.

(b) Jurisdiction. With respect to any suit, action or proceedings relating to
this Agreement ("Proceedings"), each party irrevocably:--

     (i) submits to the jurisdiction of the English courts, if this Agreement
     is expressed to be governed by English law, or to the non-exclusive
     jurisdiction of the courts of the State of New York and the United States
     District Court located in the Borough of Manhattan in New York City, if
     this Agreement is expressed to be governed by the laws of the State of
     New York; and

     (ii) waives any objection which it may have at any time to the laying of
     venue of any Proceedings brought in any such court, waives any claim that
     such Proceedings have been brought in an inconvenient forum and further
     waives the right to object, with respect to such Proceedings, that such
     court does not have any jurisdiction over such party.

Nothing in this Agreement precludes either party from bringing Proceedings in
any other jurisdiction (outside, if this Agreement is expressed to be governed
by English law, the Contracting States, as defined in Section 1(3) of the
Civil Jurisdiction and Judgments Act 1982 or any modification, extension or
re-enactment thereof for the time being in force) nor will the bringing of
Proceedings in any one or more jurisdictions preclude the bringing of
Proceedings in any other jurisdiction.

(c) Service of Process. Each party irrevocably appoints the Process Agent (if
any) specified opposite its name in the Schedule to receive, for it and on its
behalf, service of process in any Proceedings. If for any


                                      13
<PAGE>


reason any party's Process Agent is unable to act as such, such party will
promptly notify the other party and within 30 days appoint a substitute
process agent acceptable to the other party. The parties irrevocably consent
to service of process given in the manner provided for notices in Section 12.
Nothing in this Agreement will affect the right of either party to serve
process in any other manner permitted by law.

(d) Waiver of Immunities. Each party irrevocably waives, to the fullest extent
permitted by applicable law, with respect to itself and its revenues and
assets (irrespective of their use or intended use), all immunity on the
grounds of sovereignty or other similar grounds from (i) suit, (ii)
jurisdiction of any court, (iii) relief by way of injunction, order for
specific performance or for recovery of property, (iv) attachment of its
assets (whether before or after judgment) and (v) execution or enforcement of
any judgment to which it or its revenues or assets might otherwise be entitled
in any Proceedings in the courts of any jurisdiction and irrevocably agrees,
to the extent permitted by applicable law, that it will not claim any such
immunity in any Proceedings.

14.  Definitions

As used in this Agreement:--

"Additional Termination Event" has the meaning specified in Section 5(b).

"Affected Party" has the meaning specified in Section 5(b).

"Affected Transactions" means (a) with respect to any Termination Event
consisting of an Illegality, Tax Event or Tax Event Upon Merger, all
Transactions affected by the occurrence of such Termination Event and (b) with
respect to any other Termination Event, all Transactions.

"Affiliate" means, subject to the Schedule, in relation to any person, any
entity controlled, directly or indirectly, by the person, any entity that
controls, directly or indirectly, the person or any entity directly or
indirectly under common control with the person. For this purpose, "control"
of any entity or person means ownership of a majority of the voting power of
the entity or person.

"Applicable Rate" means:--

(a) in respect of obligations payable or deliverable (or which would have been
but for Section 2(a)(iii)) by a Defaulting Party, the Default Rate;

(b) in respect of an obligation to pay an amount under Section 6(e) of either
party from and after the date (determined in accordance with Section 6(d)(ii))
on which that amount is payable, the Default Rate;

(c) in respect of all other obligations payable or deliverable (or which would
have been but for Section 2(a)(iii)) by a Non-defaulting Party, the
Non-default Rate; and

(d) in all other cases, the Termination Rate.

"Burdened Party" has the meaning specified in Section 5(b).

"Change in Tax Law" means the enactment, promulgation, execution or
ratification of, or any change in or amendment to, any law (or in the
application or official interpretation of any law) that occurs on or after the
date on which the relevant Transaction is entered into.

"consent" includes a consent, approval, action, authorisation, exemption,
notice, filing, registration or exchange control consent.

"Credit Event Upon Merger" has the meaning specified in Section 5(b).

"Credit Support Document" means any agreement or instrument that is specified
as such in this Agreement.

"Credit Support Provider" has the meaning specified in the Schedule.

"Default Rate" means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the relevant payee (as certified by it) if it
were to fund or of funding the relevant amount plus 1% per annum.

                                      14

<PAGE>


"Defaulting Party" has the meaning specified in Section 6(a).

"Early Termination Date" means the date determined in accordance with Section
6(a) or 6(b)(iv).

"Event of Default" has the meaning specified in Section 5(a) and, if
applicable, in the Schedule.

"Illegality" has the meaning specified in Section 5(b).

"Indemnifiable Tax" means any Tax other than a Tax that would not be imposed
in respect of a payment under this Agreement but for a present or former
connection between the jurisdiction of the government or taxation authority
imposing such Tax and the recipient of such payment or a person related to
such recipient (including, without limitation, a connection arising from such
recipient or related person being or having been a citizen or resident of such
jurisdiction, or being or having been organised, present or engaged in a trade
or business in such jurisdiction, or having or having had a permanent
establishment or fixed place of business in such jurisdiction, but excluding a
connection arising solely from such recipient or related person having
executed, delivered, performed its obligations or received a payment under, or
enforced, this Agreement or a Credit Support Document).

"law" includes any treaty, law, rule or regulation (as modified, in the case
of tax matters, by the practice of any relevant governmental revenue
authority) and "lawful" and "unlawful" will be construed accordingly.

"Local Business Day" means, subject to the Schedule, a day on which commercial
banks are open for business (including dealings in foreign exchange and
foreign currency deposits) (a) in relation to any obligation under Section
2(a)(i), in the place(s) specified in the relevant Confirmation or, if not so
specified, as otherwise agreed by the parties in writing or determined
pursuant to provisions contained, or incorporated by reference, in this
Agreement, (b) in relation to any other payment, in the place where the
relevant account is located and, if different, in the principal financial
centre, if any, of the currency of such payment, (c) in relation to any notice
or other communication, including notice contemplated under Section 5(a)(i),
in the city specified in the address for notice provided by the recipient and,
in the case of a notice contemplated by Section 2(b), in the place where the
relevant new account is to be located and (d) in relation to Section
5(a)(v)(2), in the relevant locations for performance with respect to such
Specified Transaction.

"Loss" means, with respect to this Agreement or one or more Terminated
Transactions, as the case may be, and a party, the Termination Currency
Equivalent of an amount that party reasonably determines in good faith to be
its total losses and costs (or gain, in which case expressed as a negative
number) in connection with this Agreement or that Terminated Transaction or
group of Terminated Transactions, as the case may be, including any loss of
bargain, cost of funding or, at the election of such party but without
duplication, loss or cost incurred as a result of its terminating,
liquidating, obtaining or re-establishing any hedge or related trading
position (or any gain resulting from any of them). Loss includes losses and
costs (or gains) in respect of any payment or delivery required to have been
made (assuming satisfaction of each applicable condition precedent) on or
before the relevant Early Termination Date and not made, except, so as to
avoid duplication, if Section 6(e)(i)(1) or (3) or 6(e)(ii)(2)(A) applies.
Loss does not include a party's legal fees and out-of-pocket expenses referred
to under Section 11. A party will determine its Loss as of the relevant Early
Termination Date, or, if that is not reasonably practicable, as of the
earliest date thereafter as is reasonably practicable. A party may (but need
not) determine its Loss by reference to quotations of relevant rates or prices
from one or more leading dealers in the relevant markets.

"Market Quotation" means, with respect to one or more Terminated Transactions
and a party making the determination, an amount determined on the basis of
quotations from Reference Market-makers. Each quotation will be for an amount,
if any, that would be paid to such party (expressed as a negative number) or
by such party (expressed as a positive number) in consideration of an
agreement between such party (taking into account any existing Credit Support
Document with respect to the obligations of such party) and the quoting
Reference Market-maker to enter into a transaction (the "Replacement
Transaction") that would have the effect of preserving for such party the
economic equivalent of any payment or delivery (whether the underlying
obligation was absolute or contingent and assuming the satisfaction of each
applicable condition precedent) by the parties under Section 2(a)(i) in
respect of such Terminated Transaction or group of Terminated Transactions
that would, but for the occurrence of the relevant Early Termination Date,
have

                                      15


<PAGE>


been required after that date. For this purpose, Unpaid Amounts in respect of
the Terminated Transaction or group of Terminated Transactions are to be
excluded but, without limitation, any payment or delivery that would, but for
the relevant Early Termination Date, have been required (assuming satisfaction
of each applicable condition precedent) after that Early Termination Date is
to be included. The Replacement Transaction would be subject to such
documentation as such party and the Reference Market-maker may, in good faith,
agree. The party making the determination (or its agent) will request each
Reference Market-maker to provide its quotation to the extent reasonably
practicable as of the same day and time (without regard to different time
zones) on or as soon as reasonably practicable after the relevant Early
Termination Date. The day and time as of which those quotations are to be
obtained will be selected in good faith by the party obliged to make a
determination under Section 6(e), and, if each party is so obliged, after
consultation with the other. If more than three quotations are provided, the
Market Quotation will be the arithmetic mean of the quotations, without regard
to the quotations having the highest and lowest values. If exactly three such
quotations are provided, the Market Quotation will be the quotation remaining
after disregarding the highest and lowest quotations. For this purpose, if
more than one quotation has the same highest value or lowest value, then one
of such quotations shall be disregarded. If fewer than three quotations are
provided, it will be deemed that the Market Quotation in respect of such
Terminated Transaction or group of Terminated Transactions cannot be
determined.

"Non-default Rate" means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the Non-defaulting Party (as certified by it)
if it were to fund the relevant amount.

"Non-defaulting Party" has the meaning specified in Section 6(a).

"Office" means a branch or office of a party, which may be such party's head
or home office.

"Potential Event of Default" means any event which, with the giving of notice
or the lapse of time or both, would constitute an Event of Default.

"Reference Market-makers" means four leading dealers in the relevant market
selected by the party determining a Market Quotation in good faith (a) from
among dealers of the highest credit standing which satisfy all the criteria
that such party applies generally at the time in deciding whether to offer or
to make an extension of credit and (b) to the extent practicable, from among
such dealers having an office in the same city

"Relevant Jurisdiction" means, with respect to a party, the jurisdictions (a)
in which the party is incorporated, organised, managed and controlled or
considered to have its seat, (b) where an Office through which the party is
acting for purposes of this Agreement is located, (c) in which the party
executes this Agreement and (d) in relation to any payment, from or through
which such payment is made.

"Scheduled Payment Date" means a date on which a payment or delivery is to be
made under Section 2(a)(i) with respect to a Transaction.

"Set-off" means set-off, offset, combination of accounts, right of retention
or withholding or similar right or requirement to which the payer of an amount
under Section 6 is entitled or subject (whether arising under this Agreement,
another contract, applicable law or otherwise) that is exercised by, or
imposed on, such payer.

"Settlement Amount" means, with respect to a party and any Early Termination
Date, the sum of: --

(a) the Termination Currency Equivalent of the Market Quotations (whether
positive or negative) for each Terminated Transaction or group of Terminated
Transactions for which a Market Quotation is determined; and

(b) such party's Loss (whether positive or negative and without reference to
any Unpaid Amounts) for each Terminated Transaction or group of Terminated
Transactions for which a Market Quotation cannot be determined or would not
(in the reasonable belief of the party making the determination) produce a
commercially reasonable result.

"Specified Entity" has the meanings specified in the Schedule.


                                      16


<PAGE>


"Specified Indebtedness" means, subject to the Schedule, any obligation
(whether present or future, contingent or otherwise, as principal or surety or
otherwise) in respect of borrowed money.

"Specified Transaction" means, subject to the Schedule, (a) any transaction
(including an agreement with respect thereto) now existing or hereafter
entered into between one party to this Agreement (or any Credit Support
Provider of such party or any applicable Specified Entity of such party) and
the other party to this Agreement (or any Credit Support Provider of such
other party or any applicable Specified Entity of such other party) which is a
rate swap transaction, basis swap, forward rate transaction, commodity swap,
commodity option, equity or equity index swap, equity or equity index option,
bond option, interest rate option, foreign exchange transaction, cap
transaction, floor transaction, collar transaction, currency swap transaction,
cross-currency rate swap transaction, currency option or any other similar
transaction (including any option with respect to any of these transactions),
(b) any combination of these transactions and (c) any other transaction
identified as a Specified Transaction in this Agreement or the relevant
confirmation.

"Stamp Tax" means any stamp, registration, documentation or similar tax.

"Tax" means any present or future tax, levy, impost, duty, charge, assessment
or fee of any nature (including interest, penalties and additions thereto)
that is imposed by any government or other taxing authority in respect of any
payment under this Agreement other than a stamp, registration, documentation
or similar tax.

"Tax Event" has the meaning specified in Section 5(b).

"Tax Event Upon Merger" has the meaning specified in Section 5(b).

"Terminated Transactions" means with respect to any Early Termination Date (a)
if resulting from a Termination Event, all Affected Transactions and (b) if
resulting from an Event of Default, all Transactions (in either case) in
effect immediately before the effectiveness of the notice designating that
Early Termination Date (or, if "Automatic Early Termination" applies,
immediately before that Early Termination Date).

"Termination Currency" has the meaning specified in the Schedule.

"Termination Currency Equivalent" means, in respect of any amount denominated
in the Termination Currency, such Termination Currency amount and, in respect
of any amount denominated in a currency other than the Termination Currency
(the "Other Currency"), the amount in the Termination Currency determined by
the party making the relevant determination as being required to purchase such
amount of such Other Currency as at the relevant Early Termination Date, or,
if the relevant Market Quotation or Loss (as the case may be), is determined
as of a later date, that later date, with the Termination Currency at the rate
equal to the spot exchange rate of the foreign exchange agent (selected as
provided below) for the purchase of such Other Currency with the Termination
Currency at or about 11:00 a.m. (in the city in which such foreign exchange
agent is located) on such date as would be customary for the determination of
such a rate for the purchase of such Other Currency for value on the relevant
Early Termination Date or that later date. The foreign exchange agent will, if
only one party is obliged to make a determination under Section 6(e), be
selected in good faith by that party and otherwise will be agreed by the
parties.

"Termination Event" means an Illegality, a Tax Event or a Tax Event Upon
Merger or, if specified to be applicable, a Credit Event Upon Merger or an
Additional Termination Event.

"Termination Rate" means a rate per annum equal to the arithmetic mean of the
cost (without proof or evidence of any actual cost) to each party (as
certified by such party) if it were to fund or of funding such amounts.

"Unpaid Amounts" owing to any party means, with respect to an Early
Termination Date, the aggregate of (a) in respect of all Terminated
Transactions, the amounts that became payable (or that would have become
payable but for Section 2(a)(iii)) to such party under Section 2(a)(i) on or
prior to such Early Termination Date and which remain unpaid as at such Early
Termination Date and (b) in respect of each Terminated Transaction, for each
obligation under Section 2(a)(i) which was (or would have been but for Section
2(a)(iii)) required to be settled by delivery to such party on or prior to
such Early Termination Date and which has not been so settled as at such Early
Termination Date, an amount equal to the fair market

                                      17


<PAGE>


value of that which was (or would have been) required to be delivered as of
the originally scheduled date for delivery, in each case together with (to the
extent permitted under applicable law) interest, in the currency of such
amounts, from (and including) the date such amounts or obligations were or
would have been required to have been paid or performed to (but excluding)
such Early Termination Date, at the Applicable Rate. Such amounts of interest
will be calculated on the basis of daily compounding and the actual number of
days elapsed. The fair market value of any obligation referred to in clause
(b) above shall be reasonably determined by the party obliged to make the
determination under Section 6(e) or, if each party is so obliged, it shall be
the average of the Termination Currency Equivalents of the fair market values
reasonably determined by both parties.

IN WITNESS WHEREOF the parties have executed this document on the respective
dates specified below with effect from the date specified on the first page of
this document.

Swiss Re Financial Products         Granite Mortgages 04-1 plc,
Corporation being Party A           being Party B

------------------------------      --------------------------------
       (Name of Party)                       (Name of Party)



By:                                 By:
   ---------------------------         -----------------------------
   Name:                               Name:
   Title:                              Title:
   Date:                               Date:


The Bank of New York,
being the Note Trustee

------------------------------
       (Name of Party)



By:
   ---------------------------
   Name:
   Title:
   Date:



                                      18
<PAGE>



                                                       Series 1 Class A2 Notes


                                   SCHEDULE
                                    to the
                               Master Agreement


                         dated as of 28 January, 2004


between

(1)     SWISS RE FINANCIAL PRODUCTS CORPORATION ("Party A");

(2)     GRANITE MORTGAGES 04-1 plc ("Party B"); and

(3)     THE BANK OF NEW YORK (as Note Trustee and which has agreed to become a
        party to this Agreement solely for the purpose of taking the benefit
        of Parts 5(c) and (h) and undertaking the obligations in Part
        5(k)(vii) of the Schedule to this Agreement).

Part 1. Termination Provisions.

(a)     "Specified Entity" means in relation to Party A for the purpose of:-

        Section 5(a)(v), none

        Section 5(a)(vi), none

        Section 5(a)(vii), none

        Section 5(b)(iv), none

        and in relation to Party B for the purpose of:-

        Section 5(a)(v), none

        Section 5(a)(vi), none

        Section 5(a)(vii), none

        Section 5(b)(iv), none

(b)     "Specified Transaction" will have the meaning specified in Section 14.

(c)     The "Cross Default" provisions of Section 5(a)(vi) will not apply to
        Party A and will not apply to Party B.



                                      1
<PAGE>

(d)     The "Credit Event Upon Merger" provisions of Section 5(b)(iv) will
        apply to Party A and will not apply to Party B.

(e)     The "Automatic Early Termination" provision of Section 6(a) will not
        apply to Party A and will not apply to Party B.

(f)     Payments on Early Termination. For the purposes of Section 6(e) of
        this Agreement:-

        (i)    Market Quotation will apply.

        (ii)   The Second Method will apply.

(g)     "Termination Currency" means Sterling.

Part 2. Tax Representations

(a)     Payer Representations. For the purpose of Section 3(e) of this
        Agreement, Party A and Party B will each make the following
        representation:

        It is not required by any applicable law, as modified by the practice
        of any relevant governmental revenue authority, of any Relevant
        Jurisdiction to make any deduction or withholding for or on account of
        any Tax from any payment (other than interest under Section 2(e),
        6(d)(ii) or 6(e) of this Agreement) to be made by it to the other
        party under this Agreement. In making this representation, it may rely
        on (i) the accuracy of any representations made by the other party
        pursuant to Section 3(f) of this Agreement, (ii) the satisfaction of
        the agreement of the other party contained in Section 4(a)(i) or
        4(a)(iii) of this Agreement and the accuracy and effectiveness of any
        document provided by the other party pursuant to Section 4(a)(i) or
        4(a)(iii) of this Agreement and (iii) the satisfaction of the
        agreement of the other party contained in Section 4(d) of this
        Agreement, provided that it shall not be a breach of this
        representation where reliance is placed on clause (ii) and the other
        party does not deliver a form or document under Section 4(a)(iii) by
        reason of material prejudice to its legal or commercial position.

(b)     Payee Representations. For the purposes of Section 3(f) of the
        Agreement, Party A makes the representation specified below (the
        "Additional Tax Representation"):-

        (i)    it is a party to each Transaction solely for the purposes of a
               trade (or part of a trade) carried on by it in the United
               Kingdom through a branch or agency; or

        (ii)   it is resident in the United Kingdom or in a jurisdiction with
               which the United Kingdom has a double tax treaty which makes
               provision, whether for relief or otherwise, in relation to
               interest.

(c)     Additional Termination Event. The Additional Tax Representation proves
        to have been incorrect or misleading in any material respect with
        respect to one or more Transactions (each an "Affected Transaction"
        for the purposes of this Additional Termination Event) when made or
        repeated or deemed to have been made or repeated. The Affected Party
        shall be Party A only.



                                      2
<PAGE>

Part 3. Agreement to Deliver Documents

        For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each
        party agrees to deliver the following documents, as applicable:-

(a)     Tax forms, documents or certificates to be delivered are:-

        Party required to    Form/Document/       Date by which to be
        deliver document     Certificate          delivered

        Party B              Form W8-BEN          On signing of this Agreement

(b)     Other documents to be delivered are:-

<TABLE>
<CAPTION>
<S>                        <C>                           <C>                  <C>
        Party required     Form/Document/                Date by which        Covered by
        to deliver         Certificate                   to be delivered      Section 3(d)
        document                                                              Representation

        Party A and        Appropriate evidence of its   On signing of this   Yes
        Party B            signatory's authority         Agreement


        Party B            Certified copy of             On signing of this    Yes
                           board resolution              Agreement

        Party A            Legal opinion in form         On signing of this    No
                           and substance                 Agreement
                           satisfactory to Party B

        Party B            Legal opinion of the          On signing of this    No
                           counsel to Party B in         Agreement
                           form and substance
                           satisfactory to Party A
</TABLE>



                                      3
<PAGE>

Part 4. Miscellaneous

(a)     Addresses for Notices. For the purpose of Section 12(a) of this
        Agreement:-

        Address for notices or communications to Party A:-

        Address:         Swiss Re Financial Products Corporation,
                         55 East 52nd  Street,
                         New York,
                         New York 10055,
                         U.S.A.

        Attention:       Head of Operations

        Facsimile No.:   + 1 (212) 317 5335

        With a copy to:

        Address:         Swiss Re Financial Products Corporation,
                         55 East 52nd Street,
                         New York,
                         New York 10055,
                         U.S.A.

        Attention:       Legal Department

        Facsimile No:    + 1(212) 317 5474

        Address for notices or communications to Party B:-

        Address:         Granite Mortgages 04-1 plc
                         Fifth Floor
                         100 Wood Street
                         London
                         EC2V 7EX

        With a copy to:  Northern Rock plc
                         Northern Rock House
                         Gosforth
                         Newcastle upon Tyne
                         NE3 4PL

        Attention:       Keith M. Currie

        Facsimile No.:   0191 279 4694



                                      4
<PAGE>

        With a copy to the Note Trustee:-

        Address:         The Bank of New York
                         One Canada Square
                         48th Floor
                         London
                         E14 5AL

        Attention:       Corporate Trust (Global Structured Finance)

        Facsimile No.:   020 7964 6061

(b)     Process Agent. For this purpose of Section 13(c) of this Agreement:-

        Party A appoints as its Process Agent:  Swiss Re Services Limited
                                                71/77 Leadenhall Street
                                                London EC3A 3DE
                                                England

        Party B appoints as its Process Agent:  None.

(c)     Offices. The provisions of Section 10(a) will apply to this Agreement.

(d)     Multibranch Party. For the purpose of Section 10(c) of this
        Agreement:-

        Party A is not a Multibranch Party and will act through its New
        York branch.

        Party B is not a Multibranch Party.

(e)     Calculation Agent. The Calculation Agent shall be as specified in each
        Confirmation.

(f)     Credit Support Document. Details of any Credit Support Document:-

        In respect of Party A: The guarantee of Swiss Reinsurance Company in
        the form attached hereto as Appendix B.

        In respect of Party B:  None.

(g)     Credit Support Provider.

        Credit Support Provider means, in relation to Party A, Swiss
        Reinsurance Company.

        Credit Support Provider means, in relation to Party B, none.

(h)     Governing Law. This Agreement will be governed by and construed in
        accordance with English law.



                                      5
<PAGE>

(i)     Netting of Payments. Sub-paragraph (ii) of Section 2(c) of this
        Agreement will apply to Transactions entered into under this Agreement
        unless otherwise specified in a Confirmation.

(i)     "Affiliate" will have the meaning specified in Section 14 of this
        Agreement.

Part 5. Other Provisions

(a)     Definitions and Interpretation

        Capitalised terms used in this Agreement shall, except where the
        context otherwise requires and save where otherwise defined in this
        Agreement, bear the meanings given to them in the Master Definitions
        Schedule as amended and restated by (and appearing in Appendix 1 to)
        the Master Definitions Schedule Seventh Amendment Deed executed by,
        among others, the Note Trustee on 26 January, 2004 and the Issuer
        Master Definitions Schedule signed for the purposes of identification
        by Sidley Austin Brown & Wood and Allen & Overy on 28 January, 2004
        (as the same have been and may be amended, varied or supplemented from
        time to time with the consent of the parties hereto). The Issuer
        Master Definitions Schedule specified above shall prevail to the
        extent that it conflicts with the Master Definitions Schedule.

(b)     No Set-Off

        (i)    All payments under this Agreement shall be made without set-off
               or counterclaim, except as expressly provided for in Section 6.

        (ii)   Section 6(e) shall be amended by the deletion of the following
               sentence: "The amount, if any, payable in respect of an Early
               Termination Date and determined pursuant to this Section will
               be subject to any Set-off."

(c)     Security Interest

        Notwithstanding Section 7, Party A hereby agrees and consents to the
        assignment by way of security by Party B of its interests under this
        Agreement (without prejudice to, and after giving effect to, any
        contractual netting provision contained in this Agreement) to the Note
        Trustee (or any successor thereto) pursuant to and in accordance with
        the Current Issuer Deed of Charge and acknowledges notice of such
        assignment. Each of the parties hereby confirms and agrees that the
        Note Trustee shall not be liable for any of the obligations of Party B
        hereunder.

(d)     Disapplication of certain Events of Default

        Section 5(a)(ii), Section 5(a)(iii), Section 5(a)(iv), Section
        5(a)(v), Section 5(a)(vii)(2), (5),(6),(7) and (9) and Section
        5(a)(viii) will not apply in respect of Party B.

        Section 5(a)(vii)(8) will not apply to Party B to the extent that it
        applies to Section 5(a)(vii)(2) (5),(6),(7) and (9).



                                      6
<PAGE>

(e)     Disapplication of certain Termination Events

        The "Tax Event" and "Tax Event Upon Merger" provisions of Section
        5(b)(ii) and 5(b)(iii) will not apply to Party A or to Party B.

(f)     Additional Event of Default and Additional Termination Event

        The following shall constitute an additional Event of Default:

        "Note Enforcement Notice. The Note Trustee serves a Note Enforcement
        Notice on Party B (in which case Party B shall be the Defaulting
        Party)."

        The following shall constitute an Additional Termination Event:

        "Redemption and Prepayment of the Current Issuer Notes. The Current
        Issuer serves a notice of redemption pursuant to Condition 5(F) of the
        terms and conditions of the Current Issuer Notes (in which case Party
        B shall be the sole Affected Party and all Transactions shall be
        Affected Transactions)."

(g)     Northern Rock plc as Party B's Agent

        Party B hereby declares that pursuant to the Current Issuer Cash
        Management Agreement it has appointed Northern Rock plc to act as its
        agent for the purpose, inter alia, of the operation of this Agreement
        and dealing with payments hereunder. Accordingly, unless and until
        written notice is received by Party A from the Note Trustee that such
        appointment has been terminated, Party A shall be entitled to treat
        all communications and acts relating to this Agreement received from
        or carried out by Northern Rock plc as agent for Party B under the
        Current Issuer Cash Management Agreement as being those of Party B and
        Party B hereby agrees to ratify and confirm the same.

(h)     Security, Enforcement and Limited Recourse

        (i)    Party A agrees with Party B and the Note Trustee to be bound by
               the terms of the Current Issuer Deed of Charge and the Current
               Issuer Cash Management Agreement and, in particular, confirms
               that: (i) save as otherwise expressly set out in the Current
               Issuer Cash Management Agreement or, as applicable, the Current
               Issuer Deed of Charge, no sum shall be payable by or on behalf
               of Party B to it except in accordance with the Current Issuer
               Priority of Payments as set out in the Current Issuer Cash
               Management Agreement or, as applicable, the Current Issuer Deed
               of Charge (as the same may be amended from time to time); and
               (ii) it will not take any steps for the winding up, dissolution
               or reorganisation or for the appointment of a receiver,
               administrator, administrative receiver, trustee, liquidator,
               sequestrator or similar officer of Party B or of any or all of
               its revenues and assets nor participate in any ex parte
               proceedings nor seek to enforce any judgment against Party B
               except as provided in the Current Issuer Deed of Charge.



                                      7
<PAGE>

        (ii)   In relation to all sums due and payable by Party B to Party A,
               Party A agrees that it shall have recourse only to sums
               available to Party B for the purpose of making payments to
               Party A in accordance with the relevant Current Issuer Priority
               of Payments, the Current Issuer Cash Management Agreement
               and/or, as applicable the Current Issuer Deed of Charge.

        (iii)  If, on any date, Party B does not pay the full amount it would
               otherwise owe under any Transaction (after the application of
               Section 2(c) to such Transaction) because of the limitation
               contained in clause (i) of this paragraph (h), then (A) payment
               by Party B of the shortfall (and the corresponding payment
               obligation of Party A with respect to such shortfall (being the
               full amount Party A would otherwise owe on such date less the
               actual amount payable by Party A determined in accordance with
               clause (iii) (C) of this paragraph (h))) will not then fall due
               but will instead be deferred until the first Payment Date
               thereafter on which sufficient funds are available (subject to
               the limitation in clause (i) of this paragraph (h)), (B)
               failure by Party B to make the full payment under such
               Transaction (after the application of Section 2(c) to such
               Transaction) shall not constitute an Event of Default for the
               purpose of Section 5(a)(i), and (C) the obligation of Party A
               to make payment to Party B, in respect of the same Transaction,
               on such date, will be reduced so that Party A will be obligated
               to pay the Equivalent Percentage of the amount it would
               otherwise owe under that Transaction. "Equivalent Percentage"
               means the percentage obtained by dividing the amount paid by
               Party B by the amount it would have paid absent such
               limitation.

        (iv)   For the avoidance of doubt, if an Early Termination Date
               results from an Event of Default, any amount payable (the
               payment of which was deferred or not paid in the circumstances
               described under clause (iii) of this Part 5(h) by Party A or by
               Party B, as the case may be, under this Agreement) will be
               deemed to be Unpaid Amounts owing to Party B or, as the case
               may be, owing to Party A.

        (v)    Following the calculation thereof, Party B agrees to notify
               Party A of the amount of any shortfall, the payment of which by
               Party B is deferred in accordance with clause (iii) of this
               paragraph (h).

(i)     Scope of Agreement

        It is hereby understood and agreed that the provisions of this
        Agreement shall only apply to the Transactions entered into between
        Party A and Party B on the date as of which this Agreement is made as
        evidenced by the Confirmation substantially in the form attached
        hereto as Appendix A, and that no other Transaction may be entered
        into pursuant hereto except in accordance with sub-paragraphs
        (i)(A),(ii)(D), (iii)(D), (iv)(A) or (v)(D) of Part 5(k) or where the
        Rating Agencies have confirmed in writing that the then current
        ratings of the Current Issuer Notes would not be adversely affected by
        such other Transaction.



                                      8
<PAGE>

(j)     [Reserved]

(k)     Ratings Downgrade of Party A

        (i)    In the event that the long-term, unsecured and unsubordinated
               debt obligations of Party A (or its successor), or any Credit
               Support Provider of Party A, cease to be rated at least as high
               as "AA-"(or its equivalent) by Standard & Poor's Rating
               Services, a division of The McGraw-Hill Companies Inc. ("S&P")
               and as a result of such downgrade the then current rating of
               the Series 1 Class A2 Notes may in the reasonable opinion of
               S&P be downgraded or placed under review for possible downgrade
               (an "S&P Note Downgrade Event"), then Party A shall, within 30
               days of the occurrence of such S&P Note Downgrade Event, at its
               own cost either:-

               (A)  put in place an appropriate mark-to-market collateral
                    agreement (which may be based on the credit support
                    documentation published by ISDA, or otherwise, and relates
                    to collateral in the form of cash or securities or both)
                    in support of its obligations under this Agreement
                    provided that (x) Party A shall be deemed to have
                    satisfied the requirements of S&P if the amount of
                    collateral agreed to be provided in the form of cash
                    and/or securities (the "Collateral Amount") is determined
                    on a basis which is no more onerous than the S&P Criteria
                    (as defined below) and (y) the Collateral Amount shall not
                    be required to exceed such amount as would be required (in
                    accordance with the S&P Criteria) to restore the rating of
                    the Series 1 Class A2 Notes to the level they would have
                    been at immediately prior to such downgrading; or

               (B)  transfer all of its rights and obligations with respect to
                    this Agreement to a replacement third party whose
                    long-term, unsecured and unsubordinated debt obligations
                    are rated at least as high as "AA-" (or its equivalent) by
                    S&P or such other rating as is commensurate with the
                    rating assigned to the Series 1 Class A2 Notes by S&P from
                    time to time; or

               (C)  procure another person to become co-obligor in respect of
                    the obligations of Party A under this Agreement whose
                    long-term, unsecured and unsubordinated debt obligations
                    are rated at least as high as "AA-" (or its equivalent) by
                    S&P or such other rating as is commensurate with the
                    rating assigned to the Series 1 Class A2 Notes by S&P from
                    time to time; or

               (D)  take such other action as Party A may agree with S&P as
                    will result in the rating of the Series 1 Class A2 Notes
                    then outstanding following the taking of such action being
                    rated no lower than the rating of the Series 1 Class A2
                    Notes immediately prior to such downgrade.

               "S&P Criteria" means the criteria published in January 1999 as
               amended in June 2000 which enable entities rated lower than a
               specified level to participate in structured finance
               transactions which, through collateralisation, are rated at a




                                      9
<PAGE>

               higher level (as referred to, in part, in the article entitled
               New Interest Rate Currency Swap Criteria Broadens Allowable
               Counterparties in the January 1999 issue of S&P's Structured
               Finance publication).

        (ii)   In the event that (aa) the long-term, unsecured and
               unsubordinated debt obligations of Party A (or its successor)
               and, if relevant, any Credit Support Provider of Party A, cease
               to be rated at least as high as "A1" (or its equivalent) by
               Moody's Investors Service Limited ("Moody's") or (bb) the
               short-term, unsecured and unsubordinated debt obligations of
               Party A (or its successor) and, if relevant, any Credit Support
               Provider of Party A, cease to be rated at least as high as
               "Prime-1" (or its equivalent) by Moody's (an "Initial Moody's
               Note Downgrade Event"), then Party A will, on a reasonable
               efforts basis and at its own cost attempt to:-

               (A)  transfer all of its rights and obligations with respect to
                    this Agreement to either (x) a replacement third party
                    with the Required Ratings (as defined below) domiciled in
                    the same legal jurisdiction as Party A or Party B or (y) a
                    replacement third party in relation to whom Moody's has
                    confirmed that there would be no Initial Moody's Note
                    Downgrade Event; or

               (B)  procure another person to become co-obligor in respect of
                    the obligations of Party A under this Agreement. Such
                    co-obligor may be either (x) a person with the Required
                    Ratings domiciled in the same legal jurisdiction as Party
                    A or Party B, or (y) a person in relation to whom Moody's
                    has confirmed that there would be no Initial Moody's Note
                    Downgrade Event; or

               (C)  take such other action as Moody's shall confirm to Party A
                    will remedy an Initial Moody's Note Downgrade Event.

               Pending compliance with any of (k)(ii)(A), (k)(ii)(B) or
               (k)(ii)(C) above, Party A will, at its own cost:

               (D)  within 30 days of the occurrence of an Initial Moody's
                    Note Downgrade Event, put in place a mark-to-market
                    collateral agreement in a form and substance acceptable to
                    Moody's (which may be based on the credit support
                    documentation published by ISDA, or otherwise, and relates
                    to collateral in the form of cash or securities or both)
                    in support of its obligations under this Agreement which
                    complies with the Moody's Criteria (or such other amount
                    as may be agreed with Moody's).

               If any of (k)(ii)(A), (k)(ii)(B) or (k)(ii)(C) are satisfied at
               any time, all collateral (or the equivalent thereof, as
               appropriate) transferred by Party A pursuant to (k)(ii)(D) will
               be retransferred to Party A and Party A will not be required to
               transfer any additional collateral.

        (iii)  In the event that (aa) the long-term, unsecured and
               unsubordinated debt obligations of Party A (or its successor)
               and, if relevant, any Credit Support



                                      10
<PAGE>

               Provider of Party A, cease to be rated at least as high as "A3"
               (or its equivalent) by Moody's or (bb) the short-term,
               unsecured and unsubordinated debt obligations of Party A (or
               its successor) and, if relevant, any Credit Support Provider of
               Party A, cease to be rated at least as high as "Prime-2" (or
               its equivalent) by Moody's (a "Subsequent Moody's Note
               Downgrade Event"), then Party A will, on a reasonable efforts
               basis, within 30 days of the occurrence of such Subsequent
               Moody's Note Downgrade Event, and at its own cost:

               (A)  transfer all of its rights and obligations with respect to
                    this Agreement to either (x) a replacement third party
                    with the Required Ratings domiciled in the same legal
                    jurisdiction as Party A or Party B, or (y) a replacement
                    third party in relation to whom Moody's has confirmed that
                    there would be no Subsequent Moody's Note Downgrade Event;
                    or

               (B)  procure another person to become co-obligor in respect of
                    the obligations of Party A under this Agreement. Such
                    co-obligor may be either (x) a person with the Required
                    Ratings domiciled in the same legal jurisdiction as Party
                    A or Party B, or (y) a person in relation to whom Moody's
                    has confirmed that there would be no Subsequent Moody's
                    Note Downgrade Event; or

               (C)  take such other action as Moody's shall confirm to Party A
                    will remedy a Subsequent Moody's Note Downgrade Event.

               Pending compliance with (k)(iii)(A), (k)(iii)(B) or
               (k)(iii)(C), Party A will at its own cost:

               (D)  put in place a mark-to-market collateral agreement in a
                    form and substance acceptable to Moody's (which may be
                    based on the credit support documentation published by
                    ISDA, or otherwise, and relates to collateral in the form
                    of cash or securities or both) in support of its
                    obligations under this Agreement which complies with the
                    Moody's Criteria (or such other amount as may be agreed
                    with Moody's).

               If any of (k)(iii)(A), (k)(iii)(B) or (k)(iii)(C) are satisfied
               at any time, all collateral (or the equivalent thereof, as
               appropriate) transferred by Party A pursuant to (k)(iii)(D)
               will be retransferred to Party A and Party A will not be
               required to transfer any additional collateral.

               For the purposes of (k)(ii) and (k)(iii), "Required Ratings"
               means, in respect of the relevant entity, its short-term,
               unsecured and unsubordinated debt obligations are rated at
               least as high as "Prime-1" and its long-term, unsecured and
               unsubordinated debt obligations are rated at least as high as
               "A1", or such other ratings as may be agreed with Moody's from
               time to time.

               "Moody's Criteria" means that the Collateral Amount shall equal
               the sum of (a) the product of A multiplied by the
               mark-to-market value of the outstanding Transactions as
               determined by Party A in good faith on each Local Business Day



                                      11
<PAGE>

               and (b) the product of B multiplied by the current aggregate
               notional amounts of the outstanding Transactions, where:

               (i)  "A" means 102% and "B" means 1.6% if the long-term,
                    unsecured and unsubordinated debt obligations or the
                    short-term, unsecured and unsubordinated debt obligations
                    of Party A (or its successor) and any Credit Support
                    Provider of Party A cease to be rated as high as "A1" or
                    "Prime-1" by Moody's;

               (ii) "A" means 102% and "B" means 3.7% if the long-term,
                    unsecured and unsubordinated debt obligations or the
                    short-term, unsecured and unsubordinated debt obligations
                    of Party A (or its successor) and any Credit Support
                    Provider of Party A cease to be rated as high as "A3" or
                    "Prime-2" by Moody's;

               (iii) "A" means 0% and "B" means 0% in all other cases.

        (iv)   In the event that the insurer financial strength rating of any
               Credit Support Provider of Party A ceases to be rated at least
               as high as "AA-" (or its equivalent) by Fitch Ratings Ltd
               ("Fitch") and as a result the then current rating of the Series
               1 Class A2 Notes may in the reasonable opinion of Fitch be
               downgraded or placed on credit watch for possible downgrade (an
               "Initial Fitch Note Downgrade Event"), then Party A will, on a
               reasonable efforts basis, within 30 days of the occurrence of
               such Initial Fitch Note Downgrade Event, at its own cost,
               either:-

               (A)  put in place an appropriate mark-to-market collateral
                    agreement (which may be based on the credit support
                    documentation published by ISDA, or otherwise, and relates
                    to collateral in the form of cash or securities or both)
                    in support of its obligations under this Agreement which
                    complies with the Fitch Criteria (or such other amount as
                    may be agreed with Fitch); or

               (B)  attempt to transfer all of its rights and obligations with
                    respect to this Agreement to a replacement third party
                    whose short-term, unsecured and unsubordinated debt
                    ratings are rated at least as high as "F1" (or its
                    equivalent) by Fitch or such other rating as is
                    commensurate with the rating assigned to the Series 1
                    Class A2 Notes by Fitch from time to time; or

               (C)  procure another person to become co-obligor or guarantor
                    in respect of the obligations of Party A under this
                    Agreement whose short-term, unsecured and unsubordinated
                    debt ratings are rated at least as high as "F1" (or its
                    equivalent) by Fitch or such other rating as is
                    commensurate with the rating assigned to the Series 1
                    Class A2 Notes by Fitch from time to time; or

               (D)  take such other action as Party A may agree with Fitch as
                    will result in the rating of the Series 1 Class A2 Notes
                    then outstanding being maintained.



                                      12
<PAGE>

        (v)    In the event that the insurer financial strength rating of any
               Credit Support Provider of Party A ceases to be rated at least
               as high as "A-" (or its equivalent) by Fitch and as a result
               the then current rating of the Series 1 Class A2 Notes may in
               the reasonable opinion of Fitch be downgraded or placed on
               credit watch for possible downgrade (a "Subsequent Fitch Note
               Downgrade Event"), then Party A will, on a reasonable efforts
               basis, within 30 days of the occurrence of such Subsequent
               Fitch Note Downgrade Event, at its own cost, either:-

               (A)  attempt to transfer all of its rights and obligations with
                    respect to this Agreement to a replacement third party
                    whose short-term, unsecured and unsubordinated debt
                    ratings are rated at least as high as "F1" (or its
                    equivalent) by Fitch or such other rating as is
                    commensurate with the rating assigned to the Series 1
                    Class A2 Notes by Fitch from time to time; or

               (B)  procure another person to become co-obligor or guarantor
                    in respect of the obligations of Party A under this
                    Agreement whose short-term, unsecured and unsubordinated
                    debt ratings are rated at least as high as "F1" (or its
                    equivalent) by Fitch or such other rating as is
                    commensurate with the rating assigned to the Series 1
                    Class A2 Notes by Fitch from time to time; or

               (C)  take such other action as Party A may agree with Fitch as
                    will result in the rating of the Series 1 Class A2 Notes
                    then outstanding being maintained.

               Pending compliance with (k)(v)(A), (k)(v)(B) or (k)(v)(C),
               Party A will at its own cost:

               (D)  put in place an appropriate mark-to-market collateral
                    agreement (which may be based on the credit support
                    documentation published by ISDA, or otherwise, and relates
                    to collateral in the form of cash or securities or both)
                    in support of its obligations under this Agreement which
                    complies with the Fitch Criteria (or such other amount as
                    may be agreed with Fitch).

               If any of (k)(v)(A), (k)(v)(B) or (k)(v)(C) are satisfied at
               any time, all collateral (or the equivalent thereof, as
               appropriate) transferred by Party A pursuant to (k)(v)(D) will
               be retransferred to Party A and Party A will not be required to
               transfer any additional collateral.

               "Fitch Criteria" means the Collateral Amount shall equal the
               sum of (i) the product of A multiplied by the mark-to-market
               value of the outstanding Transactions determined by Party A in
               good faith from time to time, and (ii) the product of B
               multiplied by the current aggregate notional amount of the
               outstanding Transactions, where:

               (a)  "A" means 100% and "B" means 1.25% if the mark-to-market
                    value of the outstanding Transactions is determined by
                    Party A on each Local Business Day; or



                                      13
<PAGE>

               (b)  "A" means 100% and "B" means 2.5% where the mark-to-market
                    value of the outstanding Transactions is determined by
                    Party A on a weekly basis.

        (vi)   If Party A does not take any of the measures described in
               (k)(i) above such failure shall not be or give rise to an Event
               of Default but shall constitute an Additional Termination Event
               with respect to Party A and shall be deemed to have occurred on
               the thirtieth day following such S&P Note Downgrade Event with
               Party A as the sole Affected Party and all Transactions shall
               be Affected Transactions.

               If Party A does not take the measures described in (k)(ii)(A),
               (B), (C) or (D) above such failure shall not be or give rise to
               an Event of Default but shall constitute an Additional
               Termination Event with respect to Party A and shall be deemed
               to have occurred on the thirtieth day following such Initial
               Moody's Note Downgrade Event with Party A as the sole Affected
               Party and all Transactions shall be Affected Transactions.

               If Party A does not take the measures described in (k)(iii)(D)
               above such failure shall give rise to an Event of Default with
               respect to Party A and shall be deemed to have occurred on the
               thirtieth day following such Subsequent Moody's Note Downgrade
               Event (or, if Party A has put in place a collateral agreement
               in accordance with the requirements of k(ii)(D) above, such
               Event of Default shall be deemed to have occurred on the tenth
               day following such Subsequent Moody's Note Downgrade Event)
               with Party A as the sole Defaulting Party. Further, it shall
               constitute an Additional Termination Event with respect to
               Party A if, even after satisfying the requirements of
               (k)(iii)(D), Party A has failed, having applied reasonable
               efforts, to either transfer as described in (k)(iii)(A), find a
               co-obligor as described in (k)(iii)(B) or take such other
               action as described in (k)(iii)(C), and such Additional
               Termination Event shall be deemed to have occurred on the
               thirtieth day following such Subsequent Moody's Note Downgrade
               Event with Party A as the sole Affected Party and all
               Transactions shall be Affected Transactions.

               If Party A does not take any of the measures described in
               (k)(iv) above such failure shall not be or give rise to an
               Event of Default but shall constitute an Additional Termination
               Event with respect to Party A and shall be deemed to have
               occurred on the thirtieth day following such Initial Fitch Note
               Downgrade Event with Party A as the sole Affected Party and all
               Transactions shall be Affected Transactions.

               If Party A does not take the measures described in (k)(v)(A),
               (B), (C) or (D) above such failure shall not be or give rise to
               an Event of Default but shall constitute an Additional
               Termination Event with respect to Party A and shall be deemed
               to have occurred on the thirtieth day following such Subsequent
               Fitch Note Downgrade Event with Party A as the sole Affected
               Party and all Transactions shall be Affected Transactions.



                                      14
<PAGE>

               However, in the event that Party B were to designate an Early
               Termination Date and there would be a payment due to Party A,
               Party B may only designate such an Early Termination Date in
               respect on an Additional Termination Event under this Part 5(k)
               if Party B has found a replacement counterparty willing to
               enter a new transaction on terms that reflect as closely as
               reasonably possible (as the Note Trustee may, in its absolute
               discretion, determine) the economic, legal and credit terms of
               the Terminated Transactions with Party A.

               Each Additional Termination Event described in this sub-part
               (k)(vi) shall, on its occurrence, constitute a "Downgrade
               Termination Event".

        (vii)  Each of Party B and the Note Trustee shall use their reasonable
               endeavours to co-operate with Party A in putting in place such
               credit support documentation, including agreeing to such
               arrangements in such documentation as may satisfy S&P, Moody's
               and Fitch with respect to the operation and management of the
               collateral (subject always to proviso (x) and (y) in (k)(i)(A)
               above) and entering into such documents as may reasonably be
               requested by Party A in connection with the provision of such
               collateral.

(l)     Additional Representation

        Section 3 is amended by the addition at the end thereof of the
        following additional representations:-

        (i)    "(g) No Agency. It is entering into this Agreement and each
               Transaction as principal and not as agent of any person."

        (ii)   The following additional representation shall be given by Party
               A only:

               "(h) Pari Passu. Its obligations under this Agreement rank pari
               passu with all of its other unsecured, unsubordinated
               obligations except those obligations preferred by operation of
               law."

(m)     Recording of Conversations

        Each party to this Agreement acknowledges and agrees to the tape
        recording of conversations between the parties to this Agreement
        whether by one or other or both of the parties.

(n)     Relationship between the parties

        The Agreement is amended by the insertion after Section 14 of an
        additional Section 15, reading in its entirety as follows:



                                      15
<PAGE>

        "15. Relationship between the parties

        Each party will be deemed to represent to the other party on the date
        on which it enters into a Transaction that (absent a written agreement
        between the parties that expressly imposes affirmative obligations to
        the contrary for that Transaction):-

        (i)    Non Reliance. It is acting for its own account, and it has made
               its own decisions to enter into that Transaction and as to
               whether that Transaction is appropriate or proper for it based
               upon its own judgment and advice from such advisers as it has
               deemed necessary. It is not relying on any communication
               (written or oral) of the other party as investment advice or as
               a recommendation to enter into that Transaction; it being
               understood that information and explanations related to the
               terms and conditions of a Transaction shall not be considered
               investment advice or a recommendation to enter into that
               Transaction. It has not received from the other party any
               assurance or guarantee as to the expected results of that
               Transaction.

        (ii)   Assessment and Understanding. It is capable of assessing the
               merits of and understanding (on its own behalf or through
               independent professional advice), and understands and accepts,
               the terms, conditions and risks of that Transaction. It is also
               capable of assuming, and assumes, the financial and other risks
               of that Transaction.

        (iii)  Status of Parties. The other party is not acting as a fiduciary
               or an adviser for it in respect of that Transaction."

(o)     Tax

        The Agreement is amended by deleting Section 2(d) in its entirety and
        replacing it with the following:

        "(d)   Deduction or Withholding for Tax

        (i)    Requirement to Withhold

               All payments under this Agreement will be made without any
               deduction or withholding for or on account of any Tax unless
               such deduction or withholding is required (including, for the
               avoidance of doubt, if such deduction or withholding is
               required in order for the payer to obtain relief from Tax) by
               any applicable law, as modified by the practice of any relevant
               governmental revenue authority, then in effect. If a party
               ("X") is so required to deduct or withhold, then that party
               (the "Deducting Party"):-

               (A)  will promptly notify the other party ("Y") of such
                    requirement;

               (B)  will pay to the relevant authorities the full amount
                    required to be deducted or withheld (including the full
                    amount required to be deducted or withheld from any Gross
                    Up Amount (as defined below) paid by the Deducting



                                      16
<PAGE>

                    Party to Y under this Section 2(d)) promptly upon the
                    earlier of determining that such deduction or withholding
                    is required or receiving notice that such amount has been
                    assessed against Y;

               (C)  will promptly forward to Y an official receipt (or a
                    certified copy), or other documentation reasonably
                    acceptable to Y, evidencing such payment to such
                    authorities; and

               (D)  if X is Party A, X will promptly pay in addition to the
                    payment to which Party B is otherwise entitled under this
                    Agreement, such additional amount (the "Gross Up Amount")
                    as is necessary to ensure that the net amount actually
                    received by Party B will equal the full amount which Party
                    B would have received had no such deduction or withholding
                    been required.

        (ii)   Liability

               If:

               (A)  X is required by any applicable law, as modified by the
                    practice of any relevant governmental revenue authority,
                    to make any deduction or withholding for or on account of
                    any Tax in respect of payments under this Agreement; and

               (B)  X does not so deduct or withhold; and

               (C)  a liability resulting from such Tax is assessed directly
                    against X,

               then, except to the extent that Y has satisfied or then
               satisfies the liability resulting from such Tax, (A) where X is
               Party B, Party A will promptly pay to Party B the amount of
               such liability (the "Liability Amount") (including any related
               liability for interest and together with an amount equal to the
               Tax payable by Party B on receipt of such amount but including
               any related liability for penalties only if Party A has failed
               to comply with or perform any agreement contained in Section
               4(a)(i), 4(a)(iii) or 4(d)) and Party B will promptly pay to
               the relevant government revenue authority the amount of such
               liability (including any related liability for interest and
               penalties) and (B) where X is Party A and Party A would have
               been required to pay a Gross Up Amount to Party B, Party A will
               promptly pay to the relevant government revenue authority the
               amount of such liability (including any related liability for
               interest and penalties).

        (iii)  Tax Credit etc.

               (a)  Where Party A pays an amount in accordance with Section
                    2(d)(i)(D) or 2(d)(ii)(C) above, Party B undertakes as
                    follows:-

                    (1)  To the extent that Party B obtains any Tax credit,
                         allowance, set-off or repayment from the tax
                         authorities of any jurisdiction



                                      17
<PAGE>

                         relating to any deduction or withholding giving rise
                         to such payment or in the case of Section 2(d)(ii)(B)
                         the amount to be assessed ("Tax Credit"), it shall
                         pay to Party A on the next Interest Payment Date
                         after receipt of the same so much of the cash benefit
                         (as calculated below) relating thereto which it has
                         received as will leave Party B in substantially the
                         same (but in any event no worse) position as Party B
                         would have been in if no such deduction or
                         withholding had been required or the amount had not
                         been so assessed;

                    (2)  The "cash benefit" shall, in the case of credit,
                         allowance or set-off, be the additional amount of Tax
                         which would have been payable by Party B in the
                         jurisdiction referred to in (1) above but for the
                         obtaining by it of the said Tax credit, allowance or
                         set-off and, in the case of a repayment, shall be the
                         amount of the repayment together, in either case,
                         with any related interest or similar payment obtained
                         by Party B; and

                    (3)  It will use all reasonable endeavours to obtain any
                         Tax Credit as soon as is reasonably practicable
                         provided that it shall be the sole judge of the
                         amount of any such Tax Credit and of the date on
                         which the same is received and shall not be obliged
                         to disclose to Party A any information regarding its
                         tax affairs or tax computations save that Party B
                         shall, upon request by Party A, supply Party A with a
                         reasonably detailed explanation of its calculation of
                         the amount of any such Tax Credit and of the date on
                         which the same is received.

                         The definition of "Indemnifiable Tax" in Section 14
                         shall be deleted and the following shall be
                         substituted therefor:

                         "Indemnifiable Tax" means any Tax."

(p)     Change of Account

        Section 2(b) of this Agreement is hereby amended by the addition of
        the following at the end thereof:

        "; provided that such new account shall be in the same legal and tax
        jurisdiction as the original account and such new account, in the case
        of Party B, is held with a financial institution with a short term
        unsecured, unsubordinated and unguaranteed debt obligation rating of
        at least P-1 (in the case of Moody's) and A-1 (in the case of S&P)."

(q)     Condition Precedent

        Section 2(a)(iii) shall be amended by the deletion of the words "a
        Potential Event of Default" in respect of conditions precedent to the
        obligations of Party A only.



                                      18
<PAGE>

(r)     Representations

        (i)    Section 3(a)(v) shall be amended by the addition of the words
               "(with the exception of Section 11 insofar as it relates to any
               Stamp Tax)" after the words "this Agreement".

        (ii)   Section 3(b) shall be amended by the deletion of the words "or
               Potential Event of Default" in respect of the representation
               given by Party B only.

(s)     Transfers

        (i)    Section 7 of this Agreement shall not apply to Party A, who
               shall be required to comply with, and shall be bound by, the
               following:

               Without prejudice to Section 6(b)(ii) as amended in the
               Schedule, Party A may transfer all its interest and obligations
               in and under this Agreement upon providing five Business Days
               prior written notice to the Note Trustee, to any other entity
               (a "Transferee") provided that:

               (a)  the Transferee's long-term, unsecured and unsubordinated
                    debt obligations are then rated not less than "AA-" by S&P
                    and "A1" by Moody's and its short-term, unsecured and
                    unsubordinated debt obligations are then rated not less
                    than "F1" by Fitch (or its equivalent by any substitute
                    rating agency) or such Transferee's obligations under this
                    Agreement are guaranteed by an entity whose long-term,
                    unsecured and unsubordinated debt obligations are then
                    rated not less than "AA-" by S&P and "A1" by Moody's and
                    whose short-term, unsecured and unsubordinated debt
                    obligations are then rated not less than "F1"by Fitch (or
                    its equivalent by any substitute rating agency);

               (b)  as of the date of such transfer the Transferee will not,
                    as a result of such transfer, be required to withhold or
                    deduct on account of tax under this Agreement;

               (c)  a Termination Event or an Event of Default does not occur
                    under this Agreement as a result of such transfer;

               (d)  no additional amount will be payable by Party B to Party A
                    or the Transferee on the next succeeding Scheduled Payment
                    Date as a result of such transfer; and

               (e)  (if the Transferee is domiciled in a different country
                    from both Party A and Party B) S&P, Moody's and Fitch have
                    provided prior written notification that the then current
                    ratings of the Series 1 Class A2 Notes will not be
                    adversely affected.

                    Following such transfer all references to Party A shall be
                    deemed to be references to the Transferee.



                                      19
<PAGE>

        (ii)   Save as otherwise provided for in this Agreement and
               notwithstanding Section 7, Party A shall not be permitted to
               transfer (by way of security or otherwise) this Agreement nor
               any interest or obligation in or under this Agreement without
               the prior written consent of the Note Trustee.

(t)     Contracts (Rights of Third Parties) Act 1999

        A person who is not a party to this Agreement shall have no right
        under the Contracts (Rights of Third Parties) Act 1999 to enforce any
        of its terms but this shall not affect any right or remedy of a third
        party which exists or is available apart from that Act.

(u)     Calculations if an Early Termination Date occurs as a result of an
        Event of Default or Additional Termination Event where Party A is the
        Defaulting Party or the sole Affected Party.

        Subject to compliance with Clause 15.3(l)(i) (Dollar Currency Swap
        Agreements) of the Current Issuer Deed of Charge, upon the occurrence
        of an Event of Default or an Additional Termination Event with respect
        to Party A, Party B will be entitled (but not obliged in the event
        that it does not designate an Early Termination Date) to proceed in
        accordance with Section 6 of the Agreement subject to the following:

        (i)    For the purposes of Clause 6(d)(i), Party B's obligation with
               respect to the extent of information to be provided with its
               calculations is limited to information Party B has already
               received in writing and provided Party B is able to release
               this information without breaching the provisions of any law
               applicable to, or any contractual restriction binding upon,
               Party B.

        (ii)   The following amendments shall be deemed to be made to the
               definitions of "Market Quotation":

               (a)  the word "firm" shall be added before the word
                    "quotations" in the second line; and

               (b)  the words "provided that the documentation relating
                    thereto is either the same as this Agreement and the
                    existing confirmations hereto (and the long-term unsecured
                    and unsubordinated debt obligations of the Reference
                    Market-maker are rated not less than "AA-" by S&P and "A1"
                    by Moody's and its short-term, unsecured and
                    unsubordinated debt obligations are rated not less than
                    "F1" by Fitch (or, if such Reference Market-maker is not
                    rated by a Rating Agency, at such equivalent rating (by
                    another Rating Agency) that is acceptable to such Rating
                    Agency) or the Rating Agencies have confirmed in writing
                    such proposed documentation will not adversely impact the
                    ratings of the Series 1 Class A2 Notes" shall be added
                    after "agree" in the sixteenth line; and

               (c)  the last sentence shall be deleted and replaced with the
                    following:



                                      20
<PAGE>

                    "If, on the last date set for delivery of quotations,
                    exactly two quotations are provided, the Market Quotation
                    will be either (a) the lower of the two quotations where
                    there would be a sum payable by Party A to Party B, or (b)
                    the higher of the two quotations where there would be a
                    sum payable by Party B to Party A. If only one quotation
                    is provided on such date, Party B may, in its discretion,
                    accept such quotation as the Market Quotation and if Party
                    B does not accept such quotation (or if no quotation has
                    been provided), it will be deemed that the Market
                    Quotation in respect of the Terminated Transaction cannot
                    be determined."

        (iii)  For the purpose of the definition of "Market Quotation", and
               without limitation of the general rights of Party B under the
               Agreement:

               (A)  Party B will undertake to use its reasonable efforts to
                    obtain at least three firm quotations as soon as
                    reasonably practicable after the Early Termination Date
                    and in any event within the time period specified pursuant
                    to (iii)(C) below;

               (B)  Party A shall, for the purposes of Section 6(e), be
                    permitted to obtain quotations from Reference
                    Market-makers; and

               (C)  If no quotations have been obtained within 6 Local
                    Business Days after the occurrence of the Early
                    Termination Date or such longer period as Party B may
                    specify in writing to Party A, then it will be deemed that
                    the Market Quotation in respect of the Terminated
                    Transaction cannot be determined.

        (iv)   Party B will be deemed to have discharged its obligations under
               (iii)(A) above if it promptly requests, in writing, Party A
               (such request to be made within two Local Business Days after
               the occurrence of the Early Termination Date) to obtain
               quotations from Reference Market-makers and Party A agrees to
               act in accordance with such request.

        (v)    Party B will not be obliged to consult with Party A as to the
               day and time of obtaining any quotations.

(v)     Swiss Re Capital Markets Limited as Party A's Agent

        In the case of Party A, Swiss Re Capital Markets Limited ("SRCML")
        possesses the full power and authority to enter into any transaction
        on behalf of Party A under this Agreement, and any action taken or
        purported to be taken by SRCML, as the case may be, under this
        Agreement on behalf of Party A shall be binding on Party A.
        Notwithstanding the foregoing, SRCML shall not have any obligations or
        liabilities in connection with this Agreement or the Transactions
        hereunder, and the Transactions and the related collateral under the
        Credit Support Annex, if any, shall have no relation to the assets and
        liabilities of SRCML, or of any entity that is affiliated with SRCML,
        other than Party A and any Credit Support Provider of Party A.
        Accordingly, unless and until written notice is received by Party B
        and the Note Trustee from Party A that such power



                                      21
<PAGE>

        and authority has been terminated, Party B and the Note Trustee shall
        be entitled to treat all communications and acts relating to this
        Agreement received from or carried out by SRCML as being those of
        Party A and Party A hereby agrees to ratify and confirm the same.



                                      22
<PAGE>

                                  APPENDIX A

<PAGE>



                                                   Series 1 Class A2  Notes 1




From:       Swiss Re Financial Products Corporation
            55 East 52nd Street
            New York
            New York 10055
            U.S.A.

To:         Granite Mortgages 04-1 plc
            Fifth Floor
            100 Wood Street
            London
            EC2V 7EX

Attention:  Securitisation Team, Risk Operations

To:         The Bank of New York
            48th Floor
            One Canada Square
            London
            E14 5AL

Attention:  Corporate Trust (Global Structured Finance)

                                                             28 January, 2004


Dear Sirs,

Re:  Cross Currency Swap Transactions Relating to Granite Mortgages 04-1 plc
     USD 1,185,000,000 Series 1 Class A2 Notes due March 2025

The purpose of this letter is to confirm the terms and conditions of the swap
transactions entered into between us on the Trade Date specified below (the
"Swap Transactions"). This letter constitutes a "Confirmation" as referred to
in the 1992 ISDA Master Agreement (Multicurrency-Cross Border) entered into
between us and both of you on the date hereof as amended and supplemented from
time to time (the "Agreement").

The definitions and provisions contained in the 2000 ISDA Definitions as
published by the International Swaps & Derivatives Association, Inc. (the
"Definitions") are incorporated into this Confirmation. In the event of any
inconsistency between the Definitions and this Confirmation, this Confirmation
shall prevail. Any terms not otherwise defined herein or in the Definitions
shall have the meanings given to them in the Master Definitions Schedule as
amended and restated by (and appearing in Appendix 1 to) the Master
Definitions Schedule Seventh Amendment Deed executed by, among others, the
Note Trustee on 26 January, 2004 and the Issuer Master Definitions Schedule
signed for the purposes of identification by Sidley Austin Brown & Wood and
Allen & Overy on 28 January, 2004 (as the same have been and may be amended,
varied or supplemented from time to time with the consent of the parties
hereto). The Issuer Master Definitions Schedule specified above shall prevail
to the extent that it conflicts with the Master Definitions Schedule.



                                      1
<PAGE>

1    This Confirmation supplements, forms part of, and is subject to, the
     Agreement. All provisions contained in, incorporated in, or incorporated
     by reference to, the Agreement shall govern this Confirmation except as
     expressly modified below.

2    The terms of the particular Swap Transactions to which this Confirmation
     relates are as follows:

<TABLE>
<CAPTION>
<S>                                                   <C>
Party A:                                              Swiss Re Financial Products Corporation

Party B:                                              Granite Mortgages 04-1 plc

Trade Date:                                           21 January, 2004

Effective Date:                                       28 January, 2004

Termination Date:                                     The earlier of (i) the Payment Date falling in
                                                      March 2025 and (ii) the date on which the
                                                      Series 1 Class A2 Notes are redeemed or repaid
                                                      in full.

Payment Date:                                         Each Quarterly Payment Date.

USD Amortisation Amount:                              In respect of a Payment Date, the amount (in
                                                      USD) to be applied in repayment of the
                                                      principal amount of the Series 1 Class A2
                                                      Notes on such Payment Date as notified to the
                                                      Calculation Agent by the Cash Manager.

Exchange Rate:                                        GBP 1.00: USD 1.8367

A.  Floating Payments

Floating Amounts for Party A:

Floating Rate Payer:                                  Party A

Party A Currency Amount:                              As at any Party A Payment Date,
                                                      USD1,185,000,000 minus the aggregate of each
                                                      Party A Interim Exchange Amount made prior to
                                                      such date.

Party A Payment Dates:                                Each Payment Date in respect of the Series 1
                                                      Class A2 Notes.

Floating Rate Option:                                 USD-LIBOR-BBA



                                      2
<PAGE>


Designated Maturity:                                  3 months; except for the initial Calculation
                                                      Period which shall be the linear interpolation
                                                      of 1 and 2 months.

Spread A for the Calculation Periods up to and        0.07% per annum
including the Calculation Period ending
on but excluding the Payment Date in
March 2009:

Spread A for the Calculation Periods from and         0.14% per annum
including the Calculation Period beginning
on (and including) the Payment Date in
March 2009 up to and including the
Calculation Period ending on but excluding
the Termination Date:

Party A Floating Rate Day Count Fraction:             Actual/360

Reset Dates:                                          The first day of each Calculation Period.

Floating Amounts for Party B:

Floating Rate Payer:                                  Party B

Party B Currency Amount:                              As at any Party B Payment Date, GBP
                                                      645,178,853 minus the aggregate of each Party
                                                      B Interim Exchange Amount made prior to such
                                                      date.

Party B Payment Dates:                                Each Payment Date in respect of the Series 1
                                                      Class A2 Notes.

Floating Rate Option:                                 GBP-LIBOR-BBA

Designated Maturity:                                  3 months except for the initial Calculation
                                                      Period which shall be the linear interpolation
                                                      of 1 and 2 months.

Spread B for the Calculation Periods up to and        0.1089% per annum
including the Calculation Period ending on but
excluding the Payment Date in March 2009:

Spread B for the Calculation Periods from and         0.34% per annum
including the Calculation Period beginning on
(and including) the Payment Date in March 2009
up to and including the Calculation Period
ending on but excluding the Termination Date:

Party B Floating Rate Day Count Fraction:             Actual/365 (Fixed)



                                                 3
<PAGE>

Reset Dates:                                          The first day of each Calculation Period.

Calculation Agent:                                    Party A


B.  Initial Exchange:

Initial Exchange Date:                                Effective Date

Party A Initial Exchange Amount:                      GBP 645,178,853

Party B Initial Exchange Amount:                      USD 1,185,000,000


C.  Interim Exchange:

Interim Exchange Date:                                Each Payment Date on which the USD
                                                      Amortisation Amount is to be applied in
                                                      repayment of the principal amount of the
                                                      Series 1 Class A2 Notes.

Party A Interim Exchange Amount:                      The USD Amortisation Amount.

Party B Interim Exchange Amount:                      In respect of any Interim Exchange Date, an
                                                      amount in GBP equal to the Party A Interim
                                                      Exchange Amount converted into GBP at the
                                                      Exchange Rate.


D.  Final Exchange:

Final Exchange Date:                                  Termination Date

Party A Final Exchange Amount:                        A USD amount equal to the Party B Final
                                                      Exchange Amount converted into USD at the
                                                      Exchange Rate.

Party B Final Exchange Amount:                        The Party B Currency Amount.


E.  Account Details: Payments to Party A:

Account for Payments in USD:                          JP Morgan Chase Bank
                                                      SWIFT: CHASUS33
                                                      For the Account of Swiss Re Financial Products
                                                      Corporation
                                                      Account No.: 066-911184



                                                 4
<PAGE>

Account for Payments in GBP:                          JP Morgan Chase Bank
                                                      (CHAPS Sort Code 60-92-42)
                                                      SWIFT: CHASGB2L
                                                      For the Account of Swiss Re Financial Products
                                                      Corporation
                                                      Account No.: 24492904

Payments to Party B:

Account for Payments in USD:                          Citibank, N.A., London
                                                      Agency and Trust
                                                      S.W.I.F.T. CITIGB2L
                                                      for further credit to
                                                      A/C Granite Mortgages 04-1 plc
                                                      A/C 10141615

Account for Payments in GBP:                          Citibank N.A., London
                                                      8378088
                                                      Agency and Trust
                                                      Sort Code 18-50-08
                                                      for further credit to
                                                      A/C Granite Mortgages 04-1 plc
                                                      A/C 10141631

F.  Notice Details:

Party A:                                              Swiss Re Financial Products
                                                      Corporation

Address:                                              55 East 52nd Street
                                                      New York
                                                      New York 10055
                                                      U.S.A.

Facsimile Number:                                     +1 212 317 5335

Attention:                                            Head of Operations

With a copy to:                                       Swiss Re Financial Products
                                                      Corporation

                                                      55 East 52nd Street
                                                      New York
                                                      New York 10055
                                                      U.S.A.

Facsimile Number:                                     +1 212 317 5474

Attention:                                            Legal Department



                                                 5
<PAGE>

Party B:                                              Granite Mortgages 04-1 plc

Address:                                              Fifth Floor
                                                      100 Wood Street
                                                      London
                                                      EC2V 7EX

With a copy to:                                       Northern Rock plc
                                                      Northern Rock House
                                                      Gosforth
                                                      Newcastle upon Tyne
                                                      NE3 4PL

Facsimile Number:                                     44-191-279-4694

Attention:                                            Keith M. Currie

With a copy to the                                    The Bank of New York

Note Trustee:

Address:                                              One Canada Square
                                                      48th Floor
                                                      London
                                                      E14 5AL

Facsimile Number:                                     020 7964 6061

                                                      G. Offices: The Office of Party A for each of
                                                      the Transactions evidenced by this
                                                      Confirmation is London.
</TABLE>


H.   Miscellaneous:

(a)  Section 2(c)(ii) of the Agreement will not apply to the Transactions
     evidenced by this Confirmation.

(b)  If any payment of any amounts by Party A and Party B is deferred in
     accordance with Part 5(h)(iii) of the Schedule to this Agreement then the
     amount so deferred on the Party A Floating Amount shall, subject to the
     terms of this Agreement, be payable on the next Party A Payment Date
     (together with an additional floating amount accrued thereon at the
     applicable Party A Floating Rate) and the Party A Floating Amount due on
     such date shall be deemed to include such amounts.

     The amount so deferred on the Party B Floating Amount shall, subject to
     the terms of this Agreement, be payable on the next Party B Payment Date
     (together with an additional floating amount accrued thereon accrued at
     the applicable Party B Floating Rate) and the Party B Floating Amount due
     on such date shall be deemed to include such amounts.



                                      6
<PAGE>

(c)  In relation to Part 5(f) of the Schedule to this Agreement, in the case
     of a redemption in full of the Series 1 Class A2 Notes pursuant to
     Condition 5(F) of the terms and conditions of the Current Issuer Notes,
     "Market Quotation" in respect of the Terminated Transactions shall be
     determined based on the anticipated rate of reduction in the Party A
     Currency Amount and the Party B Currency Amount had such redemption not
     occurred.

(d)  "Quarterly Payment Date" means the 20th day of March, June, September and
     December in each year (or if such day is not a Business Day, the next
     succeeding Business Day), beginning in March 2004.



                                      7
<PAGE>

Yours faithfully,


SWISS RE FINANCIAL PRODUCTS CORPORATION

By:


Name:
Title:

Confirmed as of the date first written:

GRANITE MORTGAGES 04-1 PLC

By:


Name:
Title:




THE BANK OF NEW YORK
   as Note Trustee

By:


Name:
Title:



                                      8
<PAGE>

                                  APPENDIX B

<PAGE>

                                   Guarantee

To: Granite Mortgages 04-1 plc ("the Beneficiary"), issuer of the Granite
Mortgages 04-1 plc Series 1 Class A2 Notes (the "Rated Security")

1. The undersigned, SWISS REINSURANCE COMPANY, a Swiss company (the
"Guarantor"), hereby absolutely and unconditionally guarantees the prompt
payment as and when due of all obligations of its indirect, wholly-owned
subsidiary SWISS RE FINANCIAL PRODUCTS CORPORATION, a Delaware corporation
("THE GUARANTEED SUBSIDIARY") under, in connection with or ancillary to an
ISDA Master Agreement, dated as of January 28, 2004 between the Beneficiary
and the Guaranteed Subsidiary as amended or restated from time to time ("the
Agreements") which support the issuance of the Rated Security. In this
Guarantee these obligations are referred to as the "Guaranteed Obligations".
This Guarantee is given solely for the benefit of, and is enforceable only by,
the Beneficiary or any trustee as assignee of the Beneficiary to which this
Guarantee has been validly assigned in accordance with applicable law and who
is acting as trustee for the investors in the Rated Securities.

2. This Guarantee constitutes a Guarantee of payment and not of collection and
is not conditional or contingent upon any attempts to collect from, or pursue
or exhaust any rights or remedies against, THE GUARANTEED SUBSIDIARY. A demand
for payment hereunder may at the Beneficiary's option be made in writing
addressed to the Chief Financial Officer of the Guarantor. This Guarantee is
not however dependent in any way on the manner of the demand for payment.
Delay in making a claim will not affect the Guarantor's obligations under this
Guarantee unless the relevant legal limitation period has expired.

3. This Guarantee constitutes, and is intended by the Guarantor to constitute,
an unlimited non-accessory undertaking (,,unbeschrankte, nicht akzessorische
Verpflichtung") within the meaning of Article 111 of the Swiss Code of
Obligations (,CO`) and is not a mere surety (,,Burgschaft") within the meaning
of Article 492 et seq of the CO.

4. Notwithstanding any reference to the obligations of THE GUARANTEED
SUBSIDIARY, the Guarantor's obligations under this Guarantee are its absolute
and independent obligations as a primary obligor. Payment of a claim hereunder
is required as soon as the Guaranteed Obligations are due and payable.

5. To the extent that any event or circumstance would give rise to any legal
or equitable discharge, defence or other rights of the Guarantor under this
Guarantee, but which event or circumstance would not give rise to any
discharge, defence or other rights of THE GUARANTEED SUBSIDIARY under the
Agreements, the Guarantor hereby fully waives, subject to paragraph 7 below,
such discharge, defence, or other rights and the Guarantor's liability
hereunder shall continue as if such event or circumstance had not arisen.

6. The Guarantor further agrees, subject to paragraph 7 below, that to the
extent that any event or circumstance gives rise to any legal or equitable
discharge, defence or other rights available to both the Guarantor under the
Guarantee and THE GUARANTEED SUBSIDIARY under the Agreements, the Guarantor
hereby agrees to waive such discharge, defense or other rights against the
Beneficiary, until such time as all the Guaranteed Obligations in relation to
the same event or circumstance have been fully met as required to protect
investors in the Rated Securities.

7. Notwithstanding any other provision of this Guarantee, the Guarantor will
have the right, prior to making any payment under this Guarantee, to (a)
assert such rights of offset as are set forth in the Agreements to the extent
that such rights relate to amounts due and

<PAGE>

payable by the Beneficiary to THE GUARANTEED SUBSIDIARY and not to amounts
which are subject to dispute; and
(b) defend manifestly fraudulent claims under this Guarantee made by the
Beneficiary.

8. This Guarantee will continue in full force and effect in relation to all
Guaranteed Obligations until all the Guaranteed Obligations have been
satisfied in full. For the avoidance of doubt, all Guaranteed Obligations
entered into by THE GUARANTEED SUBSIDIARY during the term of this Guarantee
shall be honoured in accordance with this Guarantee and shall be binding on
the Guarantor and its successors and assigns. This Guarantee may be amended
only as necessary to reflect changes to the Guaranteed Obligations which are
validly agreed to by the Beneficiary (or the trustee as assignee of the
Beneficiary) in accordance with the terms of the Rated Securities, including
any requirement to obtain the consent of some or all of the investors in the
Rated Securities.

9. If any payment by THE GUARANTEED SUBSIDIARY is avoided, recaptured or
reduced as a result of insolvency or any similar event affecting creditors
rights generally having occurred in respect of THE GUARANTEED SUBSIDIARY, the
Guarantor`s liability under this Guarantee shall continue as if the avoided,
recaptured or reduced payment had not occurred.

10. Upon payment by the Guarantor to the Beneficiary of any amount due under
this Guarantee, the Guarantor shall be entitled to require the assignment to
it of the rights of the Beneficiary against THE GUARANTEED SUBSIDIARY to the
extent satisfied by such payment, and the Beneficiary will take at the
Guarantor's expense such steps as the Guarantor may reasonably require to
implement such assignment. The Guarantor shall not exercise any rights against
THE GUARANTEED SUBSIDIARY which it may acquire in consequence of such payment
and assignment unless and until all the Guaranteed Obligations to the
Beneficiary shall have been paid in full.

11. This Guarantee is governed and will be construed in accordance with Swiss
law. The exclusive place of jurisdiction for any legal proceeding hereunder
shall be Zurich, Switzerland.


IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be executed in
its name as of the 28th day of January, 2004.



                                    SWISS REINSURANCE COMPANY