<PAGE>

                                                                    EXHIBIT 4.21

                                                                  CONFORMED COPY

                             DATED 27TH MARCH, 2003

                             MARCONI CORPORATION PLC

                                   MARCONI PLC

                              REGENT ESCROW LIMITED

                              THE BANK OF NEW YORK
 (IN ITS CAPACITIES AS DISTRIBUTION AGENT AND TRUSTEE AND BOOK-ENTRY DEPOSITARY
                        IN RESPECT OF THE YANKEE BONDS )

                   THE LAW DEBENTURE TRUST CORPORATION p.l.c.

                                     ANCRANE

                         BONDHOLDER COMMUNICATIONS GROUP

                                       AND

                             THE SCHEME SUPERVISORS

              ----------------------------------------------------

                        ESCROW AND DISTRIBUTION AGREEMENT

              ----------------------------------------------------

                                  ALLEN & OVERY
                                     London

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                                    CONTENTS

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                                                                                            PAGE
<S>                                                                                         <C>
CLAUSE

1.       Interpretation...................................................................    2
2.       Conditions Precedent, Commencement and Accession.................................    6
3.       Agreement to Act.................................................................    7
4.       Corp Declaration of Trust........................................................    7
5.       Establishment of Escrow Accounts.................................................    8
6.       Undertakings.....................................................................   10
7.       Distributions under the Corp Scheme..............................................   12
8.       Distributions under the plc Scheme...............................................   18
9.       Rights, Powers and Duties of the Escrow Trustee and the Distribution Agent.......   23
10.      Covenants of the Escrow Trustee..................................................   27
11.      Investments......................................................................   28
12.      Conduct of Taxation Matters......................................................   28
13.      Termination......................................................................   32
14.      Representations and Warranties...................................................   33
15.      Exclusion of Personal Liability..................................................   33
16.      Exclusion of Liability...........................................................   33
17.      Fees and Expenses................................................................   34
18.      Further Assurance................................................................   34
19.      Further Terms and Conditions.....................................................   34
20.      Counterparts.....................................................................   35
21.      Notices..........................................................................   35
22.      Third Party Rights...............................................................   36
23.      Governing Law and Jurisdiction...................................................   36

SCHEDULE

1.       Form of Accession Letter.........................................................   38
2.       Form of Ancrane Direction Letter.................................................   40
3.       Form of Instruction Letter to the Registrars.....................................   43

SIGNATORIES...............................................................................   45
</TABLE>

<PAGE>

THIS AGREEMENT is made by way of deed on 27th March, 2003 BETWEEN:

(1)      MARCONI CORPORATION PLC, a public limited company incorporated in
         England and Wales with registered number 00067307 ("CORP");

(2)      MARCONI PLC, a public limited company incorporated in England and Wales
         with registered number 03846429 ("PLC");

(3)      REGENT ESCROW LIMITED, a limited liability company incorporated in
         England and Wales with registered number 4659445 ("ESCROW TRUSTEE");

(4)      THE BANK OF NEW YORK, a New York banking corporation acting through its
         London branch (in its capacity as distribution agent, the "DISTRIBUTION
         AGENT" and in its capacity as Trustee and Book-Entry Depositary of the
         Yankee Bonds (as defined in the Schemes which expression is, in turn,
         defined below), "BoNY");

(5)      THE LAW DEBENTURE TRUST CORPORATION p.l.c., a public limited company
         incorporated in England and Wales with registered number 01675231 (in
         its capacity as trustee of the Eurobonds, the "EUROBOND TRUSTEE");

(6)      ANCRANE, an unlimited liability company incorporated in England and
         Wales with registered number 4308188 ("ANCRANE");

(7)      BONDHOLDER COMMUNICATIONS GROUP, a New York corporation ("BONDHOLDER
         COMMUNICATIONS"); and

(8)      subject to their accession as provided in clause 2(4), PHILIP WALLACE
         and RICHARD HEIS of KPMG, 8 Salisbury Square, London EC4Y 8BB (the
         "SUPERVISORS", which expression shall include any other persons holding
         office as Supervisor of the Schemes from time to time).

WHEREAS:

(A)      Corp proposes to enter into a scheme of arrangement (the "CORP SCHEME")
         under section 425 of the Companies Act 1985 (the "ACT") with its Scheme
         Creditors (as defined in the Corp Scheme).

(B)      Plc also proposes to enter into a scheme of arrangement (the "PLC
         SCHEME", together with the Corp Scheme, the "SCHEMES" and each a
         "SCHEME") under section 425 of the Act with its Scheme Creditors (as
         defined in the plc Scheme).

(C)      The Corp Scheme and the plc Scheme are set out in sections II and III
         respectively of the circular (the "SCHEME DOCUMENT") relating to the
         Schemes prepared by Corp and plc incorporating an explanatory statement
         in accordance with section 426 of the Act and filed with the court on
         20th March, 2003 as the same may be approved or modified by the court.

(D)      Philip Wallace and Richard Heis are expected to be appointed as
         Supervisors by the Court on the Effective Date and to undertake to the
         court to be bound to carry out their designated functions under each
         Scheme. Upon their appointment as Supervisors, it is anticipated that
         the Supervisors will accede to this Agreement.

(E)      Each Scheme provides for the appointment of an escrow trustee and a
         distribution agent who will be responsible for, amongst other things,
         holding the Scheme Consideration (as

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                                       2

         separately defined in each Scheme) on trust for and distributing the
         Scheme Consideration to the relevant Scheme Creditors and Designated
         Recipients (as both of these terms are defined in the Schemes) who
         become entitled thereto pursuant to the operation of the relevant
         Scheme.

(F)      The Escrow Trustee has been incorporated for the sole purpose of acting
         as trustee in respect of the Scheme Consideration under the Schemes.
         The Distribution Agent will agree on the terms of this Agreement to act
         as custodian of the Trust Funds for the Escrow Trustee and to
         distribute the Scheme Consideration to Admitted Scheme Creditors and
         Designated Recipients in accordance with the terms of the Schemes and
         this Agreement.

(G)      Each of the Escrow Trustee, the Distribution Agent, the Supervisors,
         the Eurobond Trustee, BoNY and Bondholder Communications will undertake
         to the court to act in accordance with the terms of this Agreement.

(H)      This Agreement is entered into in contemplation of, and certain
         provisions of this Agreement are conditional upon, either or both of
         the Schemes becoming effective.

(I)      It is the intention of the parties that this Agreement be executed as a
         deed.

IT IS AGREED AND THIS DEED WITNESSES as follows:

1.       INTERPRETATION

(1)      Capitalised terms used in this Agreement have the meanings given to
         them in each Scheme unless otherwise expressly provided.

(2)      In this Agreement:

         "ACCESSION LETTER" means the letter to be executed as a deed by the
         Supervisors on the Effective Date in or substantially in the form set
         out in Schedule 1 to this Agreement, pursuant to its undertaking to the
         court;

         "ADMITTED KNOWN CORP SCHEME CREDITORS ESCROW ACCOUNTS" means each of
         the following accounts:

         (i)      the interest bearing cash account to be established under the
                  designation Marconi Admitted Known Corp Scheme Creditors Trust
                  Account with The Bank of New York, One Canada Square, London
                  E14 5AL; and

         (ii)     the securities account to be established under the designation
                  Marconi Admitted Known Corp Scheme Creditors Trust Account
                  with The Bank of New York, account number 490320

         and a reference to one or more Admitted Known Corp Scheme Creditors
         Escrow Accounts is a reference to any one or more of those accounts;

         "ADMITTED KNOWN CORP SCHEME CREDITORS FUND" means the assets paid into
         or allocated to the Admitted Known Corp Scheme Creditors Escrow
         Accounts in accordance with clause 5 as the same may be increased or
         reduced in accordance with clauses 6, 7 and 11;

         "ADMITTED KNOWN PLC SCHEME CREDITORS ESCROW ACCOUNTS" means each of the
         following accounts:

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                                       3

         (i)      the interest bearing cash account to be established under the
                  designation Marconi Admitted Known plc Scheme Creditors Trust
                  Account with The Bank of New York, One Canada Square, London
                  E14 5AL; and

         (ii)     the securities account to be established under the designation
                  Marconi Admitted Known plc Scheme Creditors Trust Account with
                  The Bank of New York, account number 490327

         and a reference to one or more Admitted Known plc Scheme Creditors
         Escrow Accounts is a reference to any one or more of those accounts;

         "ADMITTED KNOWN PLC SCHEME CREDITORS FUND" means the assets paid into
         or allocated to the Admitted Known plc Scheme Creditors Escrow Accounts
         in accordance with clause 5 as the same may be increased or reduced in
         accordance with clauses 6, 8 and 11;

         "ANCRANE DIRECTION LETTER" means the letter to be executed as a deed by
         Ancrane in or substantially in the form set out in Schedule 2 to this
         Agreement;

         "CLEARSTREAM, LUXEMBOURG" means Clearstream Banking, societe anonyme;

         "CORPORATE EXPENSES ACCOUNT" means the current account at The Bank of
         New York established by the Escrow Trustee for the sole purpose of
         depositing the fees it will receive for acting as Escrow Trustee in
         accordance with clause 17 of this Agreement, for depositing any sum it
         receives under the indemnity given by Corp set out in clause 9(4) of
         this Agreement and for making Permitted Withdrawals;

         "CORPORATE NOMINEE" means the corporate nominee service to be operated
         by Computershare Investor Services PLC on behalf of Corp in respect of
         part of the plc Shareholder Stock and the Warrants referred to in the
         Letter of Instruction (as defined below);

         "CUSTODY INSTRUCTIONS" means instructions given by an Account Holder to
         Euroclear, Clearstream, Luxembourg or DTC, as the case may be, to block
         from trading the Bonds identified in an Account Holder Letter and which
         must be given no later than 5.00 p.m. (local time) on the Business Day
         immediately prior to the date on which that Account Holder Letter is
         delivered to Bondholder Communications;

         "DISTRIBUTION AGENT FEE LETTER" means a letter dated 14th March, 2003
         from the Distribution Agent to the Supervisors, Corp and plc setting
         out the fees and expenses of the Distribution Agent;

         "DTC" means The Depository Trust Company of New York;

         "ESCROW ACCOUNTS" means each of the Admitted Known Corp Scheme
         Creditors Escrow Accounts, the Unadmitted Known Corp Scheme Creditors
         Escrow Accounts, the Reserve Corp Scheme Creditors Escrow Accounts and
         the plc Shareholders Account (such accounts, together, the "CORP ESCROW
         ACCOUNTS") and each of the Admitted Known plc Scheme Creditors Escrow
         Accounts, the Unadmitted Known plc Scheme Creditors Accounts and the
         Reserve plc Scheme Creditors Accounts (such accounts, together, the
         "PLC ESCROW ACCOUNTS");

         "ESCROW TAX FUND" means a fund of not more than L 4,500,000 set aside
         by Corp comprising any input value added tax recovered by Corp (whether
         by means of a payment from HM

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                                       4

         Customs & Excise or by way of reduction of the output value added tax
         for which Corp would otherwise be required to account to HM Customs &
         Excise) incurred in relation to the issue of New Shares or New Notes
         under the Corp Scheme;

         "ESCROW TRUSTEE FEE LETTER" means a letter dated the date of this
         Agreement from the Escrow Trustee to the Supervisors, Corp and plc
         setting out of the fees and expenses of the Escrow Trustee;

         "EUROBOND MEETING" means a meeting of holders of a series of the
         Eurobonds, duly convened and held in accordance with the terms of the
         relevant Trust Deed;

         "EUROCLEAR" means Euroclear Bank S.A./N.V. as operator of the Euroclear
         System;

         "LETTER OF INSTRUCTION" means the letter of instruction from Corp, the
         Escrow Trustee and the Distribution Agent to Computershare Investor
         Services PLC in or substantially in the form set out as Schedule 3 to
         this Agreement;

         "PERMITTED WITHDRAWAL" means any withdrawal by the Escrow Trustee from
         the Corporate Expenses Account for the sole purpose of paying for one
         or more of the following expenses:

         (i)      any expense arising under, or contemplated by, the terms of
                  this Agreement; and

         (ii)     any expense incurred in order to comply with its obligations
                  under the Act (including, but without limitation to the
                  generality of the foregoing, any expenses incurred in making
                  any requisite annual or other filings at Companies House) or
                  any other law or regulation applicable to companies generally;

         "PLC SHAREHOLDERS ACCOUNT" means the securities account to be
         established under the designation Marconi plc Shareholders Trust
         Account with The Bank of New York, account number 490328;

         "PLC SHAREHOLDERS FUND" means the assets allocated to the plc
         Shareholders Account in accordance with clause 5 as the same may be
         reduced in accordance with clause 7(9);

         "RESERVE CORP SCHEME CREDITORS ESCROW ACCOUNTS" means each of the
         following accounts:

         (i)      the interest bearing cash account to be established under the
                  designation Marconi Reserve Corp Scheme Creditors Trust
                  Account with The Bank of New York, One Canada Square, London
                  E14 5AL; and

         (ii)     the securities account to be established under the designation
                  Marconi Reserve Corp Scheme Creditors Trust Account with The
                  Bank of New York, account number 490322

         and a reference to one or more Reserve Corp Scheme Creditors Escrow
         Accounts is a reference to any one or more of those Accounts;

         "RESERVE CORP SCHEME CREDITORS FUND" means the assets paid into or
         allocated to the Reserve Corp Scheme Creditors Escrow Accounts in
         accordance with clause 5 as the same may be increased or reduced in
         accordance with clauses 6, 7 and 11;

         "RESERVE PLC SCHEME CREDITORS ESCROW ACCOUNTS" means each of the
         following accounts:

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                                       5

         (i)      the interest bearing cash account to be established under the
                  designation Marconi Reserve plc Scheme Creditors Trust Account
                  with The Bank of New York, One Canada Square, London E14 5AL;
                  and

         (ii)     the securities account to be established under the designation
                  Marconi Reserve plc Scheme Creditors Trust Account with The
                  Bank of New York, account number 490326

         and a reference to one or more Reserve plc Scheme Creditors Accounts is
         a reference to any one or more of those accounts;

         "RESERVE PLC SCHEME CREDITORS FUND" means the assets paid into or
         allocated to the Reserve plc Scheme Creditors Escrow Accounts in
         accordance with clause 5 as the same may be increased or reduced in
         accordance with clauses 6, 8 and 11;

         "SECURITY INTEREST" means any mortgage or sub-mortgage, standard
         security, sub-standard security, charge or sub-charge (whether legal or
         equitable), encumbrance, pledge, lien, hypothecation, assignment by way
         of security, assignation in security or other security interest or
         title retention arrangement any agreement, trust or arrangement having
         substantially the same economic or financial effect as any of the
         foregoing;

         "TRANSFER NOTICE" means an irrevocable notice served by the Supervisors
         on the Escrow Trustee (with a copy to the Distribution Agent)
         instructing the Escrow Trustee to cause the Distribution Agent to
         credit or transfer any Scheme Consideration to or between any Escrow
         Accounts;

         "TRUSTEES" means the Eurobond Trustee and BoNY (in its capacity as
         trustee of the Yankee Bonds);

         "TRUST FUNDS" means the Admitted Known Corp Scheme Creditors Fund, the
         Admitted Known plc Scheme Creditors Fund, the plc Shareholders Fund,
         the Reserve Corp Scheme Creditors Fund, the Reserve plc Scheme
         Creditors Fund, the Unadmitted Known Corp Scheme Creditors Fund and the
         Unadmitted Known plc Scheme Creditors Fund;

         "UNADMITTED KNOWN CORP SCHEME CREDITORS ESCROW ACCOUNTS" means each of
         the following accounts:

         (i)      the interest bearing cash account to be established under the
                  designation Marconi Unadmitted Known Corp Scheme Creditors
                  Trust Account with The Bank of New York, One Canada Square,
                  London E14 5AL; and

         (ii)     the securities account to be established under the designation
                  Marconi Unadmitted Known Corp Scheme Creditors Trust Account
                  with The Bank of New York, account number 490321,

         and a reference to one or more Unadmitted Known Corp Scheme Creditors
         Escrow Accounts is a reference to any one or more of those Accounts;

         "UNADMITTED KNOWN CORP SCHEME CREDITORS FUND" means the assets paid
         into or allocated to the Unadmitted Known Corp Scheme Creditors Escrow
         Accounts in accordance with clause 5 as the same may be increased or
         reduced in accordance with clauses 6, 7 and 11;

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                                       6

         "UNADMITTED KNOWN PLC SCHEME CREDITORS ESCROW ACCOUNTS" means each of
         the following accounts:

         (i)      the interest bearing cash account to be established under the
                  designation Marconi Unadmitted Known plc Scheme Creditors
                  Trust Account with The Bank of New York, One Canada Square,
                  London E14 5AL; and

         (ii)     the securities account to be established under the designation
                  Marconi Unadmitted Known plc Scheme Creditors Trust Account
                  with The Bank of New York, account number 490325

         and a reference to one or more Unadmitted Known plc Scheme Creditors
         Escrow Accounts is a reference to any one or more of those Accounts;
         and

         "UNADMITTED KNOWN PLC SCHEME CREDITORS FUND" means the assets paid into
         or allocated to the Unadmitted Known plc Scheme Creditors Escrow
         Accounts in accordance with clause 5 as the same may be increased or
         reduced in accordance with clauses 6, 8 and 11.

(3)      In this Agreement:

         (a)      references to a person include an individual, firm,
                  partnership, company, corporation, unincorporated body of
                  persons and any state or state agency;

         (b)      references to a natural person include his estate and personal
                  representatives;

         (c)      references to a party to this Agreement include references to
                  the successors or assigns (immediate or otherwise) of that
                  party; and

         (d)      references to the singular include the plural and vice versa
                  and words importing one gender shall include all genders.

(4)      In this Agreement any reference, express or implied, to an enactment
         includes references to:

         (a)      that enactment as re-enacted, amended, extended or applied by
                  or under any other enactment (before or after the signature of
                  this Agreement);

         (b)      any enactment which that enactment re-enacts (with or without
                  modification); and

         (c)      any subordinate legislation made (before or after the
                  signature of this Agreement) under that enactment, as
                  re-enacted, amended, extended or applied as described in
                  paragraph (a) above or under any enactment referred to in
                  paragraph (b) above,

         and "ENACTMENT" includes any legislation in any jurisdiction.

(5)      Sub-clauses (1) to (4) above apply unless the contrary intention
         appears.

(6)      The headings in this Agreement do not affect its interpretation.

2.       CONDITIONS PRECEDENT, COMMENCEMENT AND ACCESSION

(1)      Save as provided in clauses 3, 13, 18, 19 and 21 and in sub-clauses (2)
         to (4) below, the obligations of the parties pursuant to this Agreement
         shall have effect from the Effective Time of the Corp Scheme as regards
         matters relevant to the Corp Scheme and the Effective Time of

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                                       7

         the plc Scheme as regards matters relevant to the plc Scheme. For the
         avoidance of doubt, if the Effective Time does not occur under the plc
         Scheme, this circumstance will have no effect on the provisions in this
         Agreement relating to the Corp Scheme if the Effective Time occurs
         under the Corp Scheme.

(2)      Corp shall notify promptly each of the other parties to this Agreement
         upon the occurrence of the Effective Time of the Corp Scheme and plc
         shall notify promptly each of the other parties to this Agreement upon
         the occurrence of the Effective Time of the plc Scheme.

(3)      The obligations of Corp set out in clause 4 of this Agreement and of
         the Escrow Trustee set out in clause 5(1) of this Agreement,
         respectively, shall have effect from the date of this Agreement.

(4)      Prior to the Effective Time, this Agreement shall operate as a contract
         between each of the parties to it other than the Supervisors.
         Accordingly, each of the parties to this Agreement (other than the
         Supervisors) acknowledges that following the appointment by the Court
         of Philip Wallace and Richard Heis as Supervisors, the Supervisors will
         become parties to this Agreement by executing the Accession Letter on
         the Effective Date. Prior to their execution of the Accession Letter,
         no provision of this Agreement shall operate to confer any right or
         impose any obligation on the Supervisors.

3.       AGREEMENT TO ACT

(1)      The Escrow Trustee hereby agrees to act as trustee in relation to each
         Scheme on the terms of this Agreement.

(2)      The Escrow Trustee shall apply the Scheme Consideration received by it
         in accordance with the terms of the Scheme pursuant to which it was
         received and agrees that its holding of Scheme Consideration on bare
         trusts for Scheme Creditors shall not affect the principles under which
         Scheme Consideration is distributed in accordance with the terms of
         each Scheme.

(3)      The Distribution Agent hereby agrees to act as custodian of the Trust
         Funds and as distribution agent in relation to the Scheme Consideration
         under each Scheme.

4.       CORP DECLARATION OF TRUST

         Corp hereby declares as follows:

         (a)      it holds 1,000 fully paid ordinary shares of L 1.00 each (the
                  "ESCROW TRUSTEE SHARES") in the Escrow Trustee (being the
                  Escrow Trustee's entire issued share capital) on an
                  irrevocable bare trust for the Scheme Creditors of each of the
                  Corp Scheme and plc Scheme and each Designated Recipient
                  absolutely;

         (b)      it will hold all dividends and other distributions of profits
                  or assets in respect of the Escrow Trustee Shares and all
                  other property and rights arising out of or derived from the
                  Escrow Trustee Shares on trust for the Scheme Creditors of
                  each of the Corp Scheme and plc Scheme and each Designated
                  Recipient absolutely in the same manner as the Escrow Trustee
                  Shares and references to the Escrow Trustee Shares will be
                  construed accordingly;

         (c)      it will only deal with and dispose of the Escrow Trustee
                  Shares and exercise all rights conferred by its holding of the
                  Escrow Trustee Shares as the Supervisors direct; and

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                                       8

         (d)      the power of appointing a new trustee or new trustees is
                  vested in the Supervisors.

5.       ESTABLISHMENT OF ESCROW ACCOUNTS

(1)      As soon as reasonably practicable after the date of this Agreement the
         Escrow Trustee shall establish the Escrow Accounts and each such
         account shall be designated by the Escrow Trustee as a trust account.
         The Escrow Trustee shall provide to the Prospective Supervisors, Corp
         and plc prompt confirmation of the establishment of the Escrow
         Accounts.

(2)      On the Effective Date, Corp shall transfer, issue and allot the Basic
         Scheme Consideration and the plc Shareholder Stock to the Escrow
         Trustee or, in the case of any New Shares comprised therein, to its
         nominee to be held by the Escrow Trustee on the trusts set out in
         sub-clause (7) below and to be paid into or allocated to the following
         Escrow Accounts:

         (a)      in the case of the portion of the Known Claims Segment which
                  is to be distributed in accordance with the First Initial
                  Distribution Notice, the relevant Admitted Known Corp Scheme
                  Creditors Escrow Account;

         (b)      in the case of the balance of the Known Claims Segment, the
                  relevant Unadmitted Known Corp Scheme Creditors Escrow
                  Account;

         (c)      in the case of the Reserve Claims Segment, the relevant
                  Reserve Corp Scheme Creditors Escrow Account; and

         (d)      in the case of the plc Shareholder Stock, the plc
                  Shareholders' Account.

         Except where defined herein, capitalised terms used in sub-clauses (2)
         and (3) of this clause 5 have the meanings given to them in the Corp
         Scheme.

(3)      Any Scheme Consideration, not being Basic Scheme Consideration, shall
         be paid into or allocated to the relevant Escrow Accounts by Corp in
         the manner directed by the Supervisors (acting in accordance with the
         authority given to them in the Corp Scheme) by a Transfer Notice.

(4)      On the Effective Date, plc shall, in accordance with clause 34 of the
         plc Scheme, direct that the Basic Scheme Consideration shall be
         transferred to the Escrow Trustee to be held by the Escrow Trustee on
         the trusts set out in sub-clause (7) below and to be paid into or
         allocated to the following Escrow Accounts:

         (a)      in the case of the portion of the Known Claims Segment which
                  is to be distributed in accordance with the First Initial
                  Distribution Notice, the relevant Admitted Known plc Scheme
                  Creditors Escrow Account;

         (b)      in the case of the balance of the Known Claims Segment, the
                  relevant Unadmitted Known plc Scheme Creditors Escrow Account;
                  and

         (c)      in the case of the Reserve Claims Segment, the relevant
                  Reserve plc Scheme Creditors Escrow Account.

         Except where defined herein, capitalised terms used in sub-clauses (4)
         and (5) of this clause 5 have the meanings given to them in the plc
         Scheme.

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                                       9

(5)      Any Scheme Consideration, not being Basic Scheme Consideration, shall
         be paid into or allocated to the relevant Escrow Accounts by plc in the
         manner directed by the Supervisors (acting in accordance with the
         authority given to them under the plc Scheme) by a Transfer Notice.

(6)      The Escrow Trustee shall, promptly after receipt of any Scheme
         Consideration pursuant to any of sub-clauses (2) to (5) above, provide:

         (a)      to Corp and the Supervisors an acknowledgement of the receipt
                  of each part of the Scheme Consideration (as defined in the
                  Corp Scheme) and plc Shareholder Stock transferred, issued and
                  allotted to it; and

         (b)      to plc and the Supervisors an acknowledgement of the receipt
                  of each part of the Scheme Consideration (as defined in the
                  plc Scheme) transferred to it.

         The Escrow Trustee shall maintain records of all its dealings with the
         Scheme Consideration and shall make such records (or copies thereof)
         available to Corp, plc and the Supervisors at all reasonable times upon
         request.

(7)      The Escrow Trustee shall hold:

         (a)      the Admitted Known Corp Scheme Creditors Fund on bare trust
                  for the Admitted Known Creditors named in the First Initial
                  Distribution Notice absolutely in proportion to their
                  respective entitlements to the First Initial Distribution
                  under clause 23 of the Corp Scheme;

         (b)      the Unadmitted Known Corp Scheme Creditors Fund and the
                  Reserve Corp Scheme Creditors Fund on bare trust for the
                  Scheme Creditors absolutely for application by the Escrow
                  Trustee on their behalf in accordance with the Corp Scheme and
                  this Agreement;

         (c)      the plc Shareholder Fund on trust for the plc Shareholders
                  absolutely in proportion to their respective entitlements
                  under sub-clause 31(3) of the Corp Scheme;

         (d)      the Admitted Known plc Scheme Creditors Fund on bare trust for
                  the Admitted Known Creditors named in the First Initial
                  Distribution Notice absolutely in proportion to their
                  respective entitlements to the First Initial Distribution
                  under clause 23 of the plc Scheme; and

         (e)      the Unadmitted Known plc Scheme Creditors Fund and the Reserve
                  plc Scheme Creditors Fund on bare trust for the Scheme
                  Creditors absolutely for application by the Escrow Trustee on
                  their behalf in accordance with the plc Scheme and this
                  Agreement.

         Except where defined herein, capitalised terms used in paragraphs (a)
         to (c) of this sub-clause (7) have the meanings given to them in the
         Corp Scheme and capitalised terms used in paragraphs (d) and (e) of
         this sub-clause (7) have the meanings given to them in the plc Scheme.

(8)      It shall be a term of each trust constituted by sub-clause (7) above
         that:

         (a)      the Supervisors of each Scheme shall have authority to give
                  instructions to the Escrow Trustee and the Distribution Agent
                  in order to give effect to the terms of the relevant

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                                       10

                  Scheme and that the Distribution Agent shall have authority to
                  act on the instructions of the Supervisors of the relevant
                  Scheme, the directions of the Trustees and Ancrane contained
                  in clauses 7(6) and 8(6) of this Agreement and in the Ancrane
                  Direction Letter, the directions of Corp (on behalf of the
                  persons absolutely entitled thereto) contained in clauses
                  7(11) and (12) of this Agreement and the directions of plc (on
                  behalf of the persons absolutely entitled thereto) contained
                  in clauses 8(8) and (9) of this Agreement with regard to the
                  distribution of the property the subject of such trust;

         (b)      the Escrow Trustee is authorised to take any action which the
                  Supervisors may instruct for the purposes of the relevant
                  Scheme, including by way of Distribution Notice and Transfer
                  Notice; and

         (c)      the duties of the Escrow Trustee in relation to each trust of
                  confidentiality and acting in the interests only of the
                  beneficiaries of such trust are disapplied to the extent
                  necessary to enable the Escrow Trustee to take action in
                  accordance with the terms of each Scheme.

(9)      The entity with which any Escrow Account is held may only be changed if
         the Escrow Trustee is directed to make such a change by the Supervisors
         and, if the Supervisors do make such a direction, the Distribution
         Agent shall use all reasonable efforts to assist in that change.

(10)     Neither the Escrow Trustee nor the Distribution Agent shall have, and
         each of them shall procure that none of their respective delegates
         shall have, any right of indemnity, set off, combination of accounts or
         any other right whatsoever to apply the assets comprised in the Trust
         Funds or any of them in discharge or satisfaction of any cost, right of
         reimbursement, expense, loss or other liability of the Escrow Trustee
         or, as the case may be, the Distribution Agent, and all such rights are
         hereby released by the Escrow Trustee and the Distribution Agent.

6.       UNDERTAKINGS

(1)      Subject as provided in clause 7 (in the case of paragraphs (a) to (c)
         below) and clause 8 (in the case of paragraphs (d) to (f) below), the
         Escrow Trustee hereby undertakes in favour of the Supervisors, each
         Admitted Scheme Creditor (including, for the avoidance of doubt, the
         Eurobond Trustee and BoNY upon their Scheme Claims being Admitted) and
         each Designated Recipient as follows:

         (a)      against receipt of the First Initial Distribution Notice under
                  the Corp Scheme, to direct (and it hereby does direct) the
                  Distribution Agent to transfer on behalf of the Admitted Known
                  Creditors named in the First Initial Distribution Notice from
                  the Admitted Known Corp Scheme Creditors Escrow Fund such
                  amounts and securities as are equal to the Distribution
                  Entitlement in respect of the Admitted Known Claims the
                  subject of the First Initial Distribution Notice to the
                  Admitted Scheme Creditors named in the First Initial
                  Distribution Notice;

         (b)      against receipt of any Distribution Notice (other than the
                  First Initial Distribution Notice) under the Corp Scheme, to
                  direct (and it hereby does direct) the Distribution Agent to
                  transfer on behalf of the Scheme Creditors from the relevant
                  Corp Escrow Accounts such amounts and securities as are
                  specified in the Distribution Notice to the Admitted Scheme
                  Creditors named in the Distribution Notice;

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                                       11

         (c)      against receipt of a Transfer Notice relating to any Corp
                  Scheme Consideration, to direct (and it hereby does direct)
                  the Distribution Agent to take the action required by that
                  Transfer Notice;

         (d)      against receipt of the First Initial Distribution Notice under
                  the plc Scheme, to direct (and it hereby does direct) the
                  Distribution Agent to transfer on behalf of the Admitted Known
                  Creditors named in the First Initial Distribution Notice from
                  the Admitted Known plc Scheme Creditors Escrow Fund such
                  amounts and securities as are equal to the Distribution
                  Entitlement in respect of the Admitted Known Claims the
                  subject of the First Initial Distribution Notice to the
                  Admitted Scheme Creditors named in the First Initial
                  Distribution Notice;

         (e)      against receipt of any Distribution Notice (other than the
                  First Initial Distribution Notice) under the plc Scheme, to
                  direct (and it hereby does direct) the Distribution Agent to
                  transfer on behalf of the Scheme Creditors from the relevant
                  plc Escrow Accounts such amounts and securities as are
                  specified in the Distribution Notice to the Admitted Scheme
                  Creditors named in the Distribution Notice; and

         (f)      against receipt of a Transfer Notice relating to any plc
                  Scheme Consideration, to direct (and it hereby does direct)
                  the Distribution Agent to take the action required by that
                  Transfer Notice.

         Each of the Escrow Trustee and the Distribution Agent agrees that it
         shall have no discretion in the making or withholding of any
         Distribution or credit or transfer required by a Transfer Notice, or
         portion thereof, and undertakes at all times to comply with the terms
         of Distribution Notices and Transfer Notices and any other directions
         given to it by the Supervisors and, in the case of the Distribution
         Agent, the Escrow Trustee.

         Except where defined herein, capitalised terms used in paragraphs (a)
         to (c) of this sub-clause (1) have the meanings given to them in the
         Corp Scheme and capitalised terms used in paragraphs (d) to (f) of this
         sub-clause (1) have the meanings given to them in the plc Scheme.

(2)      Each of the Escrow Trustee and the Distribution Agent undertakes that
         it will take any and all action required by the Supervisors of the
         relevant Scheme in order to give effect to the provisions of that
         Scheme.

(3)      Subject as provided in sub-clause (2) above, each of the Escrow Trustee
         and the Distribution Agent undertakes that, save with the prior written
         consent of the Supervisors of the relevant Scheme, it will not take any
         action affecting the trust property or any part of it except where
         necessary to give effect to either Scheme or as required by clause 7
         and 8 of this Agreement.

(4)      Any Distribution or transfer made in accordance with sub-clause (1)
         above shall only be made following receipt by the Escrow Trustee and
         the Distribution Agent of a duly signed Distribution Notice or Transfer
         Notice from the Supervisors and then only in accordance with the terms
         of that Distribution Notice or Transfer Notice. Each Distribution
         Notice and Transfer Notice shall constitute deemed directions from the
         Escrow Trustee to the Distribution Agent to make the relevant
         Distribution or transfer.

(5)      The Escrow Trustee hereby undertakes in favour of the Supervisors and
         the other parties to this Agreement that it will act honestly and in
         good faith and will exercise the diligence expected of a reasonably
         prudent trustee and custodian in the fulfilment and/or exercise of its
         duties and obligations under this Agreement.

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                                       12

(6)      The Distribution Agent hereby undertakes in favour of the Supervisors
         and the other parties to this Agreement that it will act honestly and
         in good faith and will exercise the diligence expected of a reasonably
         prudent custodian and agent in comparable circumstances in the
         fulfilment and/or exercise of its duties and obligations under this
         Agreement.

(7)      Bondholder Communications hereby undertakes in favour of the
         Supervisors, the Eurobond Trustee, BoNY and the other parties to this
         Agreement that it will act honestly and in good faith and will exercise
         the diligence of a reasonably prudent expert in comparable
         circumstances in the fulfilment and/or exercise of its duties and
         obligations under this Agreement.

(8)      Conditional upon the proposed reduction in its share capital and
         repayment of capital in specie being effected as contemplated by the
         Scheme Implementation Deed, Ancrane hereby undertakes in favour of each
         of the other parties to this Agreement that it shall execute the
         Ancrane Direction Letter on or before 17th April, 2003. Subject to
         Ancrane executing the Ancrane Direction Letter, in accordance with the
         proposed direction set out in paragraph 4(b) of that letter, each of
         the Eurobond Trustee, BoNY, the Escrow Trustee and the Supervisors
         hereby direct the Distribution Agent to pay all Corp and plc Scheme
         Consideration to which Ancrane would otherwise have been entitled
         through its Scheme Claim and as a Bondholder to plc.

7.       DISTRIBUTIONS UNDER THE CORP SCHEME

(1)      Capitalised terms used in this clause 7 and not otherwise defined in
         this Agreement have the meanings given to them in the Corp Scheme. This
         clause 7 applies only to Distributions made under the Corp Scheme.

(2)      As set out in the Corp Scheme, the Supervisors shall determine the
         Scheme Claims and shall decide whether or not they shall be Admitted.

(3)      In respect of each Distribution, the Supervisors will deliver to the
         Escrow Trustee (with a copy to the Distribution Agent) a duly completed
         Distribution Notice (in the form agreed between the Supervisors, the
         Escrow Trustee and the Distribution Agent) identifying each Admitted
         Scheme Creditor (which expression, in this sub-clause (3), includes the
         Eurobond Trustee and BoNY but does not include Account Holders or
         Designated Recipients who are dealt with as provided in sub-clause (6)
         below) to which the Distribution is to be made, the amount of each
         Element of Scheme Consideration (and the relevant Trust Funds and
         Escrow Accounts from which it should be taken) to be received by that
         Admitted Scheme Creditor, the cash or securities accounts of that
         Admitted Scheme Creditor to which the relevant portion of the Scheme
         Consideration is to be credited and, if applicable, whether that
         Admitted Scheme Creditor has elected to receive ADRs instead of New
         Creditor Shares. In respect of each Distribution Notice that contains a
         reference to BoNY or the Eurobond Trustee, the words "to be distributed
         to Designated Recipients in accordance with the directions contained in
         clauses 7 and 8 of the Escrow and Distribution Agreement dated 27th
         March, 2003 given by such Scheme Creditor" shall be inserted in
         parentheses following each such reference.

(4)      Except in the case of the First Initial Distribution, the Distribution
         Agent will make the relevant Distribution on behalf of the Escrow
         Trustee within 5 Business Days after having received a duly completed
         Distribution Notice from the Supervisors. Subject as provided in
         sub-clause (6)(f), the Distribution Agent will make the First Initial
         Distribution on the Effective Date.

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                                       13

(5)      Each of the Eurobond Trustee and BoNY has submitted or will submit a
         Claim Form and is expected to become an Admitted Scheme Creditor
         entitled to participate in the First Initial Distribution. Account
         Holders have been invited in the Scheme Document to complete and return
         to Bondholder Communications Account Holder Letters giving details of
         the manner in which the Scheme Consideration attributable to the
         Trustees but the subject of the direction set out in sub-clause (6)
         below should be delivered to Designated Recipients. Bondholder
         Communications undertakes in favour of each Trustee, the Escrow
         Trustee, the Distribution Agent, Corp, plc, the Supervisors, each
         Designated Recipient and each Definitive Holder:

         (a)      to collate all Account Holder Letters received;

         (b)      to liaise with the relevant Account Holders with a view to
                  completing any missing information and correcting any manifest
                  errors in each Account Holder Letter received by it;

         (c)      to liaise with each of DTC, Euroclear and Clearstream,
                  Luxembourg with a view to ensuring that all Bonds the subject
                  of an Account Holder Letter have been blocked and that
                  appropriate Custody Instruction References or VOI numbers, as
                  the case may be, have been granted;

         (d)      to complete and distribute copies of Account Holder Letters
                  and forms of proxy to Definitive Holders wishing to attend a
                  Scheme Meeting in person or by proxy and to compile and
                  distribute one or more omnibus proxies in respect of each
                  Definitive Holder wishing to appoint the chairman of a Scheme
                  Meeting as his proxy, all in accordance with the instructions
                  given in duly completed Account Holder Letters;

         (e)      to prepare definitive Yankee Bonds and an initial register of
                  Yankee Bond holders in accordance with the instructions given
                  in duly completed Account Holder Letters and to distribute
                  such Yankee Bonds and register in the manner agreed between
                  Bondholder Communications, BoNY and Corp;

         (f)      to prepare individual global Eurobonds in accordance with the
                  instructions given in duly completed Account Holder Letters
                  and to distribute such Eurobonds in the manner agreed between
                  Bondholder Communications, the Eurobond Trustee and Corp;

         (g)      in the case of all duly completed Account Holders Letters
                  received by it on or before 5.00p.m. (New York City time) on
                  17th April, 2003, to provide by no later than 10th May, 2003
                  all information necessary to the Distribution Agent to enable
                  the Distribution Agent to make the Distributions directed in
                  sub-clause (6) below as soon as may be practicable but subject
                  always as provided in sub-clause (6)(f); and

         (h)      to maintain records of all Account Holder Letters received and
                  the Designated Recipients and Definitive Holders named therein
                  and to make such records (or copies thereof) available to
                  Corp, plc and the Supervisors at all reasonable times upon
                  request.

(6)      Subject to the Scheme Claims of the Eurobond Trustee and BoNY being the
         subject of a Distribution Notice, each of the Eurobond Trustee or BoNY,
         as the case may be, with the authority and approval hereby given of the
         Supervisors, the Escrow Trustee and Ancrane, hereby directs the
         Distribution Agent, acting on behalf of the Escrow Trustee, to:

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                                       14

         (a)      in the case of the Eurobond Trustee, pay, at the same time as
                  the relevant Distribution is made, the Cash Element of each
                  Distribution which would otherwise have been made to it to (i)
                  all Account Holders (other than Morgan Stanley & Co.
                  Incorporated ("MORGAN STANLEY") to the extent that Morgan
                  Stanley is the Account Holder for Ancrane) which had Eurobonds
                  credited to their accounts on the Effective Date by a pro rata
                  distribution through Euroclear and Clearstream, Luxembourg or
                  (ii) if (for any reason), such a pro rata distribution through
                  Euroclear and Clearstream, Luxembourg is not possible, in the
                  manner contemplated in paragraph (b) below;

         (b)      in the case of BoNY (or the Eurobond Trustee pursuant to
                  sub-clause (6)(a)(ii) above), subject as provided in paragraph
                  (f) below, pay to each Designated Recipient, at the Specified
                  Time (as defined below), such Designated Recipient's
                  proportion of the Cash Element (together with any entitlement
                  to interest thereon) which would otherwise have been made to
                  BoNY in respect of the Yankee Bonds or the Eurobond Trustee in
                  respect of the Eurobonds, as the case may be, in accordance
                  with the cash payment directions contained in the relevant
                  Account Holder Letter; and

         (c)      subject to sub-clauses (11) and (12) and as provided in
                  paragraph (f) below, distribute to each Designated Recipient,
                  at the Specified Time, such Designated Recipient's proportion
                  of the New Notes Element and the New Creditor Shares Element
                  of the relevant Distribution (and any entitlement to interest
                  and dividends) which would otherwise have been distributed to
                  the relevant Trustee in accordance with the security delivery
                  directions (including, for the avoidance of doubt, directions
                  as to the currency of the Senior Notes to be delivered and in
                  relation to any ADRs to be delivered in lieu of New Creditor
                  Shares) contained in the relevant Account Holder Letters;

         (d)      other than any payments of Cash made in accordance with
                  sub-paragraph (a)(i) above, if the Relevant Conditions (as
                  defined below) have not been satisfied in relation to a
                  Designated Recipient of Scheme Consideration initially
                  attributable to the Eurobond Trustee or BoNY, as the case may
                  be, (whether in the Initial Distribution or any Further
                  Distribution) before the termination of the Scheme, to (i) (in
                  the case of the Eurobond Trustee) hold that Scheme
                  Consideration to the order of the Eurobond Trustee pending any
                  directions from it, which directions will be given by the
                  Eurobond Trustee if and to the extent that it is authorised or
                  directed by an extraordinary resolution passed at a Eurobond
                  Meeting or by court order and (ii) (in the case of BoNY)
                  transfer all such Scheme Consideration to BoNY or to its order
                  (including, but without limitation, by way of a payment into
                  court);

         (e)      in this sub-clause (6), "RELEVANT CONDITIONS" in relation to a
                  Designated Recipient means that (i) a duly completed Account
                  Holder Letter naming that Designated Recipient and (ii)
                  confirmation satisfactory to Bondholder Communications that
                  corresponding Custody Instructions have been given have been
                  received by Bondholder Communications and confirmed by it to
                  the Distribution Agent and all information necessary to make
                  the relevant Distribution has been provided by Bondholder
                  Communications to the Distribution Agent and "SPECIFIED TIME"
                  means the same time as the relevant Distribution is made where
                  the Relevant Conditions have been satisfied in relation to a
                  Designated Recipient or, where this is not the case, as soon
                  as practicable after the Relevant Conditions have been
                  satisfied in relation to that Designated Recipient. For the
                  avoidance of doubt, once the Relevant Conditions are met in
                  respect of a Designated Recipient, the Distribution Agent will
                  pay or transfer to that Designated Recipient all Scheme
                  Consideration (and any income accrued in respect of it) to
                  which that Designated Recipient would have been entitled

<PAGE>

                                       15

                  had the Relevant Conditions in relation to it been met prior
                  to 17th April, 2003 without further direction from any of the
                  parties to this Agreement; and

         (f)      in recognition of the fact that the Distribution Agent is
                  limited in its ability to prepare and process payment and
                  transfer instructions ("INSTRUCTIONS"), the Distribution Agent
                  shall act in the following manner in preparing and giving
                  effect to the First Initial Distribution:

                  (i)      prepare preliminary Instructions as soon as
                           practicable after it has received the necessary
                           information from the Supervisors in accordance with
                           sub-clause (3) above or Bondholder Communications in
                           accordance with sub-clause (5)(g) above and complete
                           such Instructions in the Order of Priority (as
                           defined below) as swiftly as possible following the
                           determination of both the Scheme Rate and the
                           Effective Date;

                  (ii)     on the Effective Date process as many Instructions
                           which have been completed as it is able to do in the
                           Order of Priority; and

                  (iii)    on each Business Day after the Effective Date until
                           completion of the First Initial Distribution, process
                           as many Instructions which have been completed as it
                           is able to in the Order of Priority.

                  For the purpose of this sub-clause (f), "ORDER OF PRIORITY"
                  means, first, to each of the Scheme Creditors named in the
                  First Initial Distribution Notice (which, for the avoidance of
                  doubt, shall include the Trustees but not Designated
                  Recipients) and, secondly, to each Designated Recipient by
                  reference to the principal amount of Bonds represented by the
                  Account Holder Letter in which it is named as the Designated
                  Recipient starting with the Designated Recipient which has the
                  highest principal amount so represented.

                  It is currently envisaged that the Distribution Agent will be
                  able to complete a maximum of 1,000 Instructions per Business
                  Day and to process a maximum of 5,000 Instructions per
                  Business Day.

(7)      Reflecting the directions and undertakings set out in the Ancrane
         Direction Letter and its undertaking not to vote at either Scheme
         Meeting, Ancrane undertakes in favour of each of the other parties to
         this Agreement that it will procure that its Account Holder does not
         deliver an Account Holder Letter in respect of its holdings of Bonds.
         Ancrane further irrevocably authorises and directs the Distribution
         Agent to instruct Euroclear and/or Clearstream, Luxembourg, as the case
         may be, not to credit any cash to which Ancrane would otherwise be
         entitled in respect of its holdings of Eurobonds to Morgan Stanley's
         account with such clearing system and undertakes in favour of each of
         the other parties to this Agreement that it will procure that Morgan
         Stanley will give corresponding instructions to the relevant clearing
         system. Ancrane undertakes to each of the other parties to this
         Agreement that it will irrevocably confirm to Morgan Stanley that it
         will not direct Morgan Stanley to process any transfer transactions
         unless and until the Corp Scheme is not approved or does not become
         effective in relation to any of its Bonds and hereby confirms that it
         will not give any such direction. Ancrane hereby confirms in favour of
         each of the other parties to this Agreement that it is incorporated in
         the United Kingdom.

(8)      In respect of each Distribution Notice that directs the Escrow Trustee
         and the Distribution Agent to distribute ADRs instead of New Creditor
         Shares in accordance with sub-clause (3) above and any elections in
         Account Holder Letters to receive ADRs instead of New Creditor

<PAGE>

                                       16

         Shares communicated to the Distribution Agent in accordance with
         sub-clause (5) above, the Escrow Trustee shall procure that the
         Distribution Agent, acting on behalf of the Escrow Trustee, shall:

         (a)      subject to paragraph (c) below, transfer the New Creditor
                  Shares relating to the relevant Eligible Recipient to the ADR
                  Depositary;

         (b)      arrange for the distribution of ADRs relating to those New
                  Creditor Shares to entitled Eligible Recipients; and

         (c)      where there are any New Creditor Shares which are not
                  sufficient in number to equate to one ADR and which therefore
                  cannot be transferred to the ADR Depositary in accordance with
                  paragraph (a) above, sell those New Creditor Shares and deal
                  with the proceeds as instructed by the Supervisors by Transfer
                  Notice.

(9)      Corp hereby directs the Escrow Trustee and the Escrow Trustee shall
         procure that the Distribution Agent:

         (a)      transfers the plc Shareholder Stock to the CREST account of
                  the Registrars by means of a matched transaction in CREST
                  bearing a "no change in beneficial ownership" denotation as
                  soon as practicable following the Effective Date; and

         (b)      instructs the Registrars to hold part of the plc Shareholders
                  Stock through the Corporate Nominee and otherwise to deal with
                  the plc Shareholder Stock and Warrants as set out in the
                  Letter of Instruction.

(10)     In respect of each Distribution Notice that directs the Escrow Trustee
         and the Distribution Agent to distribute New Creditor Shares, the
         Escrow Trustee shall procure that the Distribution Agent transfers on
         its behalf the requisite number of New Creditor Shares to the
         Registrars and instruct the Registrars to transfer the same to the
         relevant Eligible Recipient in accordance with the relevant
         Distribution Notice and sub-clause (6) above. For this purpose the
         Escrow Trustee shall give the Registrars standing instructions in the
         Letter of Instruction to effect the transfers contemplated by this
         sub-clause (10) and hereby irrevocably agrees not to withdraw or alter
         such instructions without the prior approval of the Supervisors.

(11)     Where an Account Holder Letter is submitted to Bondholder
         Communications in which the confirmations set out in section 5,
         paragraphs (D), (E) and (F) of that Account Holder Letter are not made
         or a Claim Form is submitted to the Supervisors by a Scheme Creditor
         (other than the Eurobond Trustee or BoNY) whose Scheme Claim is
         subsequently Admitted in which the confirmations set out in paragraphs
         (3) and (4) of Box 3 of that Claim Form are not made, Bondholder
         Communications or, as the case may be, the Supervisors shall inform the
         Distribution Agent accordingly and Corp may direct that (i) if the New
         Creditor Shares or New Notes or any of them are listed on a securities
         exchange, the Distribution Agent shall, on behalf of the Escrow
         Trustee, sell or procure the sale of the New Notes and the New Creditor
         Shares which would otherwise have been Distributed and shall instead
         pay the cash proceeds of such sale to the relevant Eligible Recipient
         (after deducting all applicable expenses including foreign currency
         conversion costs incurred) to the cash account set out in the relevant
         Account Holder Letter or Claim Form; or (ii) if the New Creditor Shares
         or New Notes or any of them are not listed on a securities exchange,
         the Distribution Agent shall, on behalf of the Escrow Trustee, pay a
         sum of cash which is substantially equivalent in value to such New
         Creditor Shares or New Notes determined in accordance with clause
         30(7)(e)(ii) of the Corp Scheme to the cash account set out in the
         relevant Account Holder Letter or Claim

<PAGE>

                                       17

         Form. Any sale made pursuant to sub-paragraph (i) of this sub-clause
         (11) shall be made for the best terms reasonably available at the time
         of the sale.

(12)     Where an Account Holder Letter or Claim Form is submitted in which the
         confirmations set out in section 5, paragraphs (D), (E) and (F) of that
         Account Holder Letter or paragraphs (3) and (4) of Box 3 of that Claim
         Form are made but, on the face of the Account Holder Letter or Claim
         Form, as the case may be, it is apparent that the confirmations may be
         inaccurate or Corp has reason to believe that a Distribution made in
         accordance with the Account Holder Letter or Claim Form, as the case
         may be, might be in breach of any of the securities laws described in
         part 1, Section 2 of Parts D.16 and D.17 of the Scheme Document:

         (a)      in the case of the Account Holder Letter, Bondholder
                  Communications shall draw that Account Holder Letter to the
                  attention of Corp and the Supervisors; and

         (b)      in the case of the Claim Form, the Supervisors shall draw that
                  Claim Form to the attention of Corp; and

         Corp may, after such investigation as it may deem appropriate in the
         circumstances, direct the Distribution Agent (acting on behalf of the
         Escrow Trustee) (i) if the New Creditor Shares or New Notes or any of
         them are listed on a securities exchange, to sell or procure the sale
         of the New Notes and the New Creditor Shares which would otherwise have
         been Distributed and instead and pay the cash proceeds of such sale to
         the relevant Eligible Recipient (after deducting all applicable
         expenses including foreign currency conversion costs incurred) to the
         cash account set out in the relevant Account Holder Letter or Claim
         Form or (ii) if the New Creditor Shares or New Notes or any of them are
         not listed on a securities exchange, to pay a sum of cash in sterling
         which is substantially equivalent in value to such New Creditor Shares
         or New Notes and determined in accordance with clause 30(7)(e)(ii) of
         the Corp Scheme to the cash account set out in the relevant Account
         Holder Letter or Claim Form. Any sale made pursuant to sub-paragraph
         (i) of this sub-clause (12) shall be made for the best terms reasonably
         available at the time of the sale.

(13)     In relation to each Distribution made by it, in any case where it would
         otherwise be required to distribute a fraction of a New Note or a
         fraction of a New Creditor Share to an Eligible Recipient, the
         Distribution Agent (acting on behalf of the Escrow Trustee) shall, in
         accordance with sub-clause 30(6) of the Corp Scheme, (a) if the New
         Creditor Shares or New Notes or any of them are Listed, aggregate all
         such fractions and sell the relevant number of New Notes and New
         Creditor Shares in the market and pay the net proceeds of such sale
         (after deducting all costs of the sale and paying all fractional
         entitlements) to the Escrow Account specified for this purpose in a
         Transfer Notice and (b) if the New Creditor Shares or New Notes are not
         Listed, round down to zero all fractional entitlements of Eligible
         Recipients to such unlisted New Creditor Shares and New Notes and
         transfer (if required) to the Escrow Account specified for this purpose
         in a Transfer Notice all fractional entitlements to those New Shares or
         New Notes (as the case may be) which, but for this sub-paragraph (b),
         Eligible Recipients would have received. No fraction of a unit of
         currency shall be Distributed by the Distribution Agent and any cash
         remaining after the relevant Distribution as a result of any such
         fractional entitlements shall be paid by the Distribution Agent to
         Corp. In this paragraph, the "RELEVANT NUMBER OF NEW NOTES OR NEW
         CREDITOR SHARES" means the number of New Notes and New Creditor Shares
         that would have resulted from the aggregation of all fractional
         entitlements and the rounding down of the result to the nearest whole
         New Note and New Creditor Share, respectively.

(14)     In each case where Undistributed Scheme Consideration is to be applied
         in reimbursing Corp for any SDRT Expense it has incurred in excess of
         L 500,000 in accordance with clause 25(2)

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                                       18

         of the Corp Scheme, the Supervisors shall give the Distribution Agent
         the directions necessary to make that reimbursement including, but not
         limited to, the following:

         (a)      the amount of the SDRT Expense that is to be reimbursed;

         (b)      if any Element of Undistributed Scheme Consideration other
                  than cash is required, the number of New Creditor Shares
                  and/or New Notes to be sold; and

         (c)      Corp's bank account details to which the reimbursement should
                  be made.

8.       DISTRIBUTIONS UNDER THE PLC SCHEME

(1)      Capitalised terms used in this clause 8 and not otherwise defined in
         this Agreement have the meanings given to them in the plc Scheme. This
         clause 8 applies only to Distributions made under the plc Scheme.

(2)      As set out in the plc Scheme, the Supervisors shall determine the
         Scheme Claims and shall decide whether or not they shall be Admitted.

(3)      In respect of each Distribution, the Supervisors will deliver to the
         Escrow Trustee (with a copy to the Distribution Agent) a duly completed
         Distribution Notice (in the form agreed between the Supervisors, the
         Escrow Trustee and the Distribution Agent) identifying each Admitted
         Scheme Creditor (which expression, in this sub-clause (3), includes the
         Eurobond Trustee and BoNY but does not include Account Holders or
         Designated Recipients who are dealt with as provided in sub-clause (6)
         below) to which the Distribution is to be made, the amount of each
         Element of Scheme Consideration (and the relevant Trust Funds and
         Escrow Accounts from which it should be taken) to be received by that
         Admitted Scheme Creditor, the cash or securities accounts of that
         Admitted Scheme Creditor to which the relevant portion of the Scheme
         Consideration is to be credited and, if applicable, whether that
         Admitted Scheme Creditor has elected to receive ADRs instead of New
         Creditor Shares. In respect of each Distribution Notice that contains a
         reference to BoNY or the Eurobond Trustee, the words "to be distributed
         to Designated Recipients in accordance with the directions contained in
         clauses 7 and 8 of the Escrow and Distribution Agreement dated 27th
         March, 2003 given by such Scheme Creditor" shall be inserted in
         parentheses following each such reference.

(4)      Except in the case of the First Initial Distribution, the Distribution
         Agent will make the relevant Distribution on behalf of the Escrow
         Trustee within 5 Business Days after having received a duly completed
         Distribution Notice from the Supervisors. Subject as provided in
         sub-clause (6)(f), the Distribution Agent will make the First Initial
         Distribution on the Effective Date.

(5)      Each of the Eurobond Trustee and BoNY has submitted or will submit a
         Claim Form and is expected to become an Admitted Scheme Creditor
         entitled to participate in the First Initial Distribution. Account
         Holders have been invited in the Scheme Document to complete and return
         to Bondholder Communications Account Holder Letters giving details of
         the manner in which the Scheme Consideration attributable to the
         Trustees but the subject of the direction set out in sub-clause (6)
         below should be delivered to Designated Recipients. Bondholder
         Communications undertakes in favour of each Trustee, the Escrow
         Trustee, the Distribution Agent, Corp, plc, the Supervisors, each
         Designated Recipient and each Definitive Holder:

         (a)      to collate all Account Holder Letters received;

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                                       19

         (b)      to liaise with the relevant Account Holders with a view to
                  completing any missing information and correcting any manifest
                  errors in each Account Holder Letter received by it;

         (c)      to liaise with each of DTC, Euroclear and Clearstream,
                  Luxembourg with a view to ensuring that all Bonds the subject
                  of an Account Holder Letter have been blocked and that
                  appropriate Custody Instruction References or VOI numbers, as
                  the case may be, have been granted;

         (d)      to complete and distribute copies of Account Holder Letters
                  and forms of proxy to Definitive Holders wishing to attend a
                  Scheme Meeting in person or by proxy and to compile and
                  distribute one or more omnibus proxies in respect of each
                  Definitive Holder wishing to appoint the chairman of a Scheme
                  Meeting as his proxy, all in accordance with the instructions
                  given in duly completed Account Holder Letters;

         (e)      to prepare definitive Yankee Bonds and an initial register of
                  Yankee Bond holders in accordance with the instructions given
                  in duly completed Account Holder Letters and to distribute
                  such Yankee Bonds and register in the manner agreed between
                  Bondholder Communications, BoNY and Corp;

         (f)      to prepare individual global Eurobonds in accordance with the
                  instructions given in duly completed Account Holder Letters
                  and to distribute such Eurobonds in the manner agreed between
                  Bondholder Communications, the Eurobond Trustee and Corp;

         (g)      in the case of all duly completed Account Holders Letters
                  received by it on or before 5.00p.m. (New York City time) on
                  17th April, 2003, to provide by no later than 10th May, 2003
                  all information necessary to the Distribution Agent to enable
                  the Distribution Agent to make the Distributions directed in
                  sub-clause (6) below as soon as may be practicable but subject
                  always as provided in sub-clause (6)(f); and

         (h)      to maintain records of all Account Holder Letters received and
                  the Designated Recipients and Definitive Holders named therein
                  and to make such records (or copies thereof) available to
                  Corp, plc and the Supervisors at all reasonable times upon
                  request.

(6)      Subject to the Scheme Claims of the Eurobond Trustee and BoNY being the
         subject of a Distribution Notice, each of the Eurobond Trustee or BoNY,
         as the case may be, with the authority hereby given and approval of the
         Supervisors, the Escrow Trustee and Ancrane, hereby directs the
         Distribution Agent, acting on behalf of the Escrow Trustee, to:

         (a)      in the case of the Eurobond Trustee, pay, at the same time as
                  the relevant Distribution is made, the cash Element of each
                  Distribution which would otherwise have been made to it to (i)
                  all Account Holders (other than Morgan Stanley to the extent
                  that Morgan Stanley is the Account Holder for Ancrane) which
                  had Eurobonds credited to their accounts on the Effective Date
                  by a pro rata distribution through Euroclear and Clearstream,
                  Luxembourg or (ii) if (for any reason), such a pro rata
                  distribution through Euroclear and Clearstream, Luxembourg is
                  not possible, in the manner contemplated in paragraph (b)
                  below;

         (b)      in the case of BoNY (or the Eurobond Trustee pursuant to
                  sub-clause (6)(a)(ii) above), subject as provided in paragraph
                  (f) below, pay to each Designated Recipient, at the Specified
                  Time (as defined below), such Designated Recipient's
                  proportion of

<PAGE>

                                       20

                  the cash Element (together with any entitlement to interest
                  thereon) which would otherwise have been made to BoNY in
                  respect of the Yankee Bonds or the Eurobond Trustee in respect
                  of the Eurobonds, as the case may be, in accordance with the
                  cash payment directions contained in the relevant Account
                  Holder Letter; and

         (c)      subject to sub-clauses (8) and (9) and subject as provided in
                  paragraph (f) below, distribute to each Designated Recipient,
                  at the Specified Time, such Designated Recipient's proportion
                  of the New Notes Element and the New Creditor Shares Element
                  of the relevant Distribution (and any entitlement to interest
                  and dividends) which would otherwise have been distributed to
                  the relevant Trustee in accordance with the security delivery
                  directions (including, for the avoidance of doubt, directions
                  as to the currency of the Senior Notes to be delivered and in
                  relation to any ADRs to be delivered in lieu of New Creditor
                  Shares) contained in the relevant Account Holder Letters;

         (d)      other than any payments of cash made in accordance with
                  sub-paragraph (a)(i) above, if the Relevant Conditions (as
                  defined below) have not been satisfied in relation to a
                  Designated Recipient of Scheme Consideration initially
                  attributable to the Eurobond Trustee or BoNY, as the case may
                  be, (whether in the Initial Distribution or any Further
                  Distribution) on or before the termination of the Scheme, to
                  (i) (in the case of the Eurobond Trustee) hold that Scheme
                  Consideration to the order of the Eurobond Trustee pending any
                  directions from it, which directions will be given by the
                  Eurobond Trustee if and to the extent that it is authorised or
                  directed by an extraordinary resolution passed at a Eurobond
                  Meeting or by court order and (ii) (in the case of BoNY)
                  transfer all such Scheme Consideration to BoNY or to its order
                  (including, but without limitation, by way of a payment into
                  court);

         (e)      in this sub-clause (6), "RELEVANT CONDITIONS" in relation to a
                  Designated Recipient means that (i) a duly completed Account
                  Holder Letter naming that Designated Recipient; and (ii)
                  confirmation satisfactory to Bondholder Communications that
                  corresponding Custody Instructions have been given have been
                  received by Bondholder Communications and confirmed by it to
                  the Distribution Agent and all information necessary to make
                  the relevant Distribution has been provided by Bondholder
                  Communications to the Distribution Agent and "SPECIFIED TIME"
                  means the same time as the relevant Distribution is made where
                  the Relevant Conditions have been satisfied in relation to a
                  Designated Recipient or, where this is not the case, as soon
                  as practicable after the Relevant Conditions have been
                  satisfied in relation to that Designated Recipient. For the
                  avoidance of doubt, once the Relevant Conditions are met in
                  respect of a Designated Recipient, the Distribution Agent will
                  pay or transfer to that Designated Recipient all Scheme
                  Consideration (and any income accrued in respect of it) to
                  which that Designated Recipient would have been entitled had
                  the Relevant Conditions in relation to it been met prior to
                  17th April, 2003 without further direction from any of the
                  parties to this Agreement; and

         (f)      in recognition of the fact that the Distribution Agent is
                  limited in its ability to prepare and process payment and
                  transfer instructions ("INSTRUCTIONS"), the Distribution Agent
                  shall act in the following manner in preparing and giving
                  effect to the First Initial Distribution:

                  (i)     prepare preliminary Instructions as soon as
                          practicable after it has received the necessary
                          information from the Supervisors in accordance with
                          sub-clause (3) above or Bondholder Communications in
                          accordance with sub-clause (5)(g) above and complete
                          such Instructions in the Order of Priority (as

<PAGE>

                                       21

                  defined below) as swiftly as possible following the
                  determination of both the Scheme Rate and the Effective Date;

                  (ii)     on the Effective Date process as many Instructions
                           which have been completed as it is able to do in the
                           Order of Priority; and

                  (iii)   on each Business Day after the Effective Date until
                          completion of the First Initial Distribution, process
                          as many Instructions which have been completed as it
                          is able to in the Order of Priority.

                  For the purpose of this sub-clause (f), "ORDER OF PRIORITY"
                  means, first, to each of the Scheme Creditors named in the
                  First Initial Distribution Notice (which, for the avoidance of
                  doubt, shall include the Trustees but not Designated
                  Recipients) and, secondly, to each Designated Recipient by
                  reference to the principal amount of Bonds represented by the
                  Account Holder Letter in which it is named as the Designated
                  Recipient starting with the Designated Recipient which has the
                  highest principal amount so represented.

                  It is currently envisaged that the Distribution Agent will be
                  able to complete a maximum of 1,000 Instructions per Business
                  Day and to process a maximum of 5,000 Instructions per
                  Business Day.

(7)      In respect of each Distribution Notice that directs the Escrow Trustee
         and the Distribution Agent to distribute ADRs instead of New Creditor
         Shares in accordance with sub-clause (3) above and any elections in
         Account Holder Letters to receive ADRs instead of New Creditor Shares
         communicated to the Distribution Agent in accordance with sub-clause
         (5) above, the Escrow Trustee shall procure that the Distribution
         Agent, acting on behalf of the Escrow Trustee, shall:

         (a)      subject to paragraph (c) below, transfer the New Creditor
                  Shares relating to the relevant Eligible Recipient to the ADR
                  Depositary;

         (b)      arrange for the distribution of ADRs relating to those New
                  Creditor Shares to entitled Eligible Recipients; and

         (c)      where there are any New Creditor Shares which are not
                  sufficient in number to equate to one ADR and which therefore
                  cannot be transferred to the ADR Depositary in accordance with
                  paragraph (a) above, sell those New Creditor Shares and deal
                  with the proceeds as instructed by the Supervisors by Transfer
                  Notice.

(8)      Where an Account Holder Letter is submitted to Bondholder
         Communications in which the confirmations set out in section 5,
         paragraphs (D), (E) and (F) of that Account Holder Letter are not made
         or a Claim Form is submitted to the Supervisors by a Scheme Creditor
         (other than the Eurobond Trustee or BoNY) whose Scheme Claim is
         subsequently Admitted in which the confirmations set out in paragraphs
         (3) and (4) of Box 3 of that Claim Form are not made, Bondholder
         Communications or, as the case may be, the Supervisors shall inform the
         Distribution Agent accordingly and plc may direct that (i) if the New
         Creditor Shares or New Notes or any of them are listed on a securities
         exchange, the Distribution Agent shall, on behalf of the Escrow
         Trustee, sell or procure the sale of the New Notes and the New Creditor
         Shares which would otherwise have been Distributed and shall instead
         pay the net cash proceeds of such sale to the relevant Eligible
         Recipient (after deducting all applicable expenses including foreign
         currency conversion costs incurred) to the cash account set out in the
         relevant Account Holder Letter or Claim Form; or (ii) if the New
         Creditor Shares or New

<PAGE>

                                       22

         Notes or any of them are not listed on a securities exchange, the
         Distribution Agent shall, on behalf of the Escrow Trustee, pay to the
         relevant Eligible Recipient a sum of cash which is substantially
         equivalent in value to such New Creditor Shares or New Notes and
         determined in accordance with clause 32(7)(e)(ii) of the plc Scheme to
         the cash account set out in the relevant Account Holder Letter or Claim
         Form. Any sale made pursuant to sub-paragraph (i) of this sub-clause
         (8) shall be made for the best terms reasonably available at the time
         of the sale.

(9)      Where an Account Holder Letter or Claim Form is submitted in which the
         confirmations set out in section 5, paragraphs (D), (E) and (F) of that
         Account Holder Letter or paragraphs (3) and (4) of Box 3 of that Claim
         Form are made but, on the face of the Account Holder Letter or Claim
         Form, as the case may be, it is apparent that the confirmations may be
         inaccurate or plc has reason to believe that a Distribution made in
         accordance with the Account Holder Letter or Claim Form, as the case
         may be, might be in breach of any of the securities laws described in
         part 1, and Section 2 of Parts D.16 and D.17 of the Scheme Document:

         (a)      in the case of the Account Holder Letter, Bondholder
                  Communications shall draw that Account Holder Letter to the
                  attention of plc and the Supervisors; and

         (b)      in the case of the Claim Form, the Supervisors shall draw that
                  Claim Form to the attention of plc; and

         plc may, after such investigation as it may deem appropriate in the
         circumstances, direct the Distribution Agent (i) if the New Creditor
         Shares or New Notes or any of them are listed on a securities exchange,
         to sell or procure the sale of the New Notes and the New Creditor
         Shares which would otherwise have been Distributed and instead either
         (i) pay the cash proceeds of such sale to the relevant Eligible
         Recipient in sterling (after deducting all applicable expenses
         including foreign currency conversion costs incurred) or (ii) if the
         New Creditor Shares or New Notes or any of them are not listed on a
         securities exchange, to pay a sum of cash in sterling which is
         substantially equivalent in value to such New Creditor Shares or New
         Notes and determined in accordance with clause 32(7)(e)(ii) of the plc
         Scheme to the cash account set out in the relevant Account Holder
         Letter or Claim Form. Any sale made pursuant to this sub-clause (9)
         shall be made for the best terms reasonably available at the time of
         the sale.

(10)     In respect of each Distribution Notice that directs the Escrow Trustee
         and the Distribution Agent to distribute New Creditor Shares, the
         Escrow Trustee shall procure that the Distribution Agent transfers on
         its behalf the requisite number of New Creditor Shares to the
         Registrars and instruct the Registrars to transfer the same to the
         relevant Scheme Creditor or Designated Recipient in accordance with the
         relevant Distribution Notice and sub-clause (6) above. For this purpose
         the Escrow Trustee shall give the Registrars standing instructions in
         the Letter of Instruction to effect the transfers contemplated by this
         sub-clause (10) and hereby irrevocably agrees not to withdraw or alter
         such instructions without the prior approval of the Supervisors.

(11)     In relation to each Distribution made by it, in any case where it would
         otherwise be required to distribute a fraction of a New Note or a
         fraction of a New Creditor Share to an Eligible Recipient, the
         Distribution Agent (acting on behalf of the Escrow Trustee) shall, in
         accordance with sub-clause 32(6) of the plc Scheme, (i) if the New
         Creditor Shares or New Notes or any of them are Listed, aggregate all
         such fractions and sell the relevant number of New Notes and New
         Creditor Shares in the market and pay the net proceeds of such sale
         (after deducting all costs of the sale and paying all fractional
         entitlements) to the Escrow Account specified for this purpose in a
         Transfer Notice; and (ii) if the New Creditor Shares or New Notes are
         not Listed, round down to zero all fractional entitlements of Eligible

<PAGE>

                                       23

         Recipients to such unlisted New Creditor Shares and New Notes and
         transfer (if required) to the Escrow Account specified for this purpose
         in a Transfer Notice all fractional entitlements to those New Shares or
         New Notes (as the case may be) which, but for this sub-paragraph (b),
         Eligible Recipients would have received. No fraction of a unit of
         currency shall be Distributed by the Distribution Agent and any cash
         remaining after the relevant Distribution as a result of any such
         fractional entitlements shall be paid by the Distribution Agent to plc.
         In this paragraph, the "RELEVANT NUMBER OF NEW NOTES OR NEW SHARES"
         means the number of New Notes and New Creditor Shares that would have
         resulted from the aggregation of all fractional entitlements and the
         rounding down of the result to the nearest whole New Note and New
         Creditor Share, respectively.

9.       RIGHTS, POWERS AND DUTIES OF THE ESCROW TRUSTEE AND THE DISTRIBUTION
         AGENT

(1)      Neither the Escrow Trustee nor the Distribution Agent will exercise any
         voting rights attaching to the New Notes or the New Shares whilst they
         are held in any of the Trust Funds.

(2)      The duties, responsibilities and obligations of the Escrow Trustee and
         the Distribution Agent shall be limited to those expressly set forth
         herein and no duties, responsibilities or obligations shall be inferred
         or implied. Neither the Escrow Trustee nor the Distribution Agent shall
         be required to, and nor shall either of them, expend or risk any of its
         own funds or otherwise incur any financial liability in the performance
         of any of its duties under this Agreement save where the same arises as
         a result of its negligence, misfeasance, breach of duty or wilful
         default.

(3)      Each of the Escrow Trustee and the Distribution Agent shall not be
         responsible for, or charged with knowledge of, the terms and conditions
         of any other agreement, instrument or document executed between the
         other parties and to which it is not a party, other than the Schemes
         and except such agreements, instruments or documents as may be
         specifically referred to in this Agreement.

(4)      Corp agrees (subject as provided in sub-clause (5)) to reimburse each
         of the Escrow Trustee and the Distribution Agent on demand for, and to
         indemnify (on an after tax basis) and hold each of the Escrow Trustee
         and the Distribution Agent harmless against and with respect to, any
         and all loss, liability, damage or expense (including, but without
         limitation, reasonable legal fees, costs and disbursements) that the
         Escrow Trustee or, as the case may be, the Distribution Agent may
         suffer or incur in connection with it acting in accordance with the
         Corp Scheme, the plc Scheme or this Agreement, except to the extent
         that such loss, liability, damage or expense arises from its own
         negligence, misfeasance, breach of duty or wilful default.

(5)      In case any action shall be brought against either the Escrow Trustee
         or the Distribution Agent (the "INDEMNIFIED PERSON") in respect of
         which recovery may be sought from Corp (the "INDEMNIFIER"), under
         sub-clause (4), the indemnified person shall promptly notify the
         indemnifier in writing but (subject as provided below) failure to do so
         will not relieve the indemnifier from any liability under this
         Agreement. Subject to sub-clause (6), the indemnifier may participate
         at its own expense in the defence of any action.

(6)      If it so elects within a reasonable time after receipt of the notice
         referred to in sub-clause (5), the indemnifier may assume the defence
         of the action with legal advisers chosen by it and approved by the
         indemnified person. Notwithstanding such election the indemnified
         person may employ separate legal advisers, and the indemnifier shall
         bear the fees and expenses of such separate legal advisers if:

<PAGE>

                                       24

         (a)      the use of the legal advisers chosen by the indemnifier to
                  represent the indemnified person would present such legal
                  advisers with a conflict of interest;

         (b)      the actual or potential defendants in, or targets of, any such
                  action include both the indemnified person and the indemnifier
                  and the indemnified person concludes that there may be legal
                  defences available to it which are different from or
                  additional to those available to the indemnifier;

         (c)      the indemnifier has not employed legal advisers satisfactory
                  to the indemnified person (acting reasonably) to represent the
                  indemnified person within a reasonable time after notice of
                  the institution of such action; or

         (d)      the indemnifier authorises the indemnified person to employ
                  separate legal advisers at the expense of the indemnifier.

         If the indemnifier assumes the defence of the action, the indemnifier
         shall not be liable for any fees and expenses of legal advisers of the
         indemnified person incurred thereafter in connection with the action,
         except as stated above.

(7)      Corp shall not be liable in respect of any settlement of any action
         effected without its consent, such consent not to be unreasonably
         withheld or delayed. Corp shall not, without the prior written consent
         of the indemnified person, where the indemnified person is an actual or
         is reasonably likely to be a potential party to such claim or action,
         settle or compromise or consent to the entry of any judgment with
         respect to any pending or threatened claim or action in respect of
         which recovery may be sought hereunder unless such settlement,
         compromise or consent includes an unconditional release of the
         indemnified person from all liability arising out of such claim or
         action and does not include a statement as to or an admission of fault,
         culpability or failure to act by or on behalf of the indemnified
         person.

(8)      Subject as provided in sub-clause (9), Corp agrees to reimburse each
         Designated Recipient on demand for, and to indemnify and hold each of
         them harmless against and with respect to, any Loss to the extent that
         such Loss arises out of any negligence, fraud, breach of duty, wilful
         misconduct or misfeasance of Bondholder Communications. For this
         purpose "LOSS" means any loss suffered by a Designated Recipient:

         (a)      in the case of the First Initial Distribution under each
                  Scheme, through it failing to receive any part of its part of
                  that First Initial Distribution or it receiving any part of
                  its part of that First Initial Distribution after the
                  Effective Date of the relevant Scheme; and

         (b)      in the case of the Initial Distribution (other than the First
                  Initial Distribution) under each Scheme, through it failing to
                  receive any part of its part of that Initial Distribution,

         in each case except where the failure to receive any part of the
         Distribution is as a result of the operation of any of clause 7(11),
         7(12), 7(13), 8(8), 8(9) and 8(11) of this Agreement.

(9)      The right of reimbursement and indemnity set out in sub-clause (8) will
         not apply:

         (a)      in the case of the First Initial Distribution under either
                  Scheme, where an Account Holder Letter was submitted after
                  5.00 p.m. (New York City time) on 17th April, 2003 or was
                  submitted before that time and date but was incomplete or
                  contained any

<PAGE>

                                       25

                  error or inconsistency which had not been rectified by that
                  time and date to Bondholder Communications' satisfaction
                  (acting as a reasonably prudent expert); or

         (b)      to the extent that the loss arose as a result of any action
                  taken or omitted by the relevant Designated Recipient or its
                  connected Bondholder, Account Holder or Intermediary or any
                  clearing system or agent of a clearing system or any other
                  party to this Agreement (other than Corp or plc); or

         (c)      where all necessary information in respect of a Designated
                  Recipient has been given by Bondholder Communications to the
                  Distribution Agent by the date specified in, and as required
                  by, but subject as provided in, clause 7(5)(g) or 8(5)(g), as
                  the case may be, Scheme Consideration under either Scheme is
                  not received by that Designated Recipient or, in the case of
                  the First Initial Distribution, is not received by him on the
                  Effective Date of the relevant Scheme.

(10)     Each of the Escrow Trustee and the Distribution Agent may obtain and
         pay for such legal or other expert advice or services as it may
         reasonably consider necessary in relation to this Agreement, may rely
         on the opinion of or advice obtained from any accountant, lawyer or
         other expert of good repute and shall incur no liability and shall be
         fully protected in acting in good faith in accordance with such opinion
         or advice.

(11)     Each of the Escrow Trustee and the Distribution Agent may call for and
         shall be at liberty to accept as sufficient evidence of any fact or
         matter or the expediency of any transaction or thing a certificate
         signed by the Supervisors or (but only where specifically provided in
         this Agreement that Corp or plc may give directions to the Escrow
         Trustee or, as the case may be, the Distribution Agent) by any two
         directors of Corp or plc, as the case may be, and neither the Escrow
         Trustee nor the Distribution Agent shall be bound in any such case to
         call for further evidence or be responsible for any liability that may
         be occasioned by it or any other person acting on such certificate.

(12)     Each of the Escrow Trustee and the Distribution Agent shall be at
         liberty to hold this Agreement and any other documents relating to it
         or to deposit them in any part of the world with any banker or banking
         company or company whose business includes undertaking the safe custody
         of documents or lawyer or firm of lawyers considered by the Escrow
         Trustee or, as the case may be, the Distribution Agent to be of good
         repute and neither the Escrow Trustee nor the Distribution Agent shall
         be responsible for or required to insure against any liability incurred
         in connection with any such holding or deposit and may pay all sums
         required to be paid on account of or in respect of any such deposit.

(13)     Neither the Escrow Trustee nor the Distribution Agent shall (unless and
         to the extent ordered so to do by a court of competent jurisdiction) be
         required to disclose to any Scheme Creditor any information (including,
         without limitation, information of a confidential, financial or price
         sensitive nature) made available to it by any other party to this
         Agreement or any other person in connection with this Agreement.

(14)     Neither the Escrow Trustee nor the Distribution Agent shall be required
         to take any legal action or proceedings unless it has been indemnified
         and/or provided with security to its satisfaction against all actions,
         proceedings, claims and demands to which it may render itself liable
         and all costs, charges, damages, expenses and liabilities which it may
         incur by so doing.

(15)     Each of the parties to this Agreement agrees (a) that it will not take
         any proceedings, or assert or seek to assert any claim, against any
         officer or employee of any of the Escrow Trustee, the Distribution
         Agent, Bondholder Communications, the Eurobond Trustee or BoNY in
         respect

<PAGE>

                                       26

         of any claim it might have against the Escrow Trustee, the Distribution
         Agent, Bondholder Communications, the Eurobond Trustee or BoNY (as the
         case may be) or in respect of this Agreement and (b) that any officer
         or employee of the Escrow Trustee, the Distribution Agent, Bondholder
         Communications, the Eurobond Trustee or BoNY may enforce this
         provision. Each of the parties to this Agreement agrees (a) that it
         will not take any proceedings, or assert or seek to assert any claim,
         against any partner (not being a Supervisor) in the same firm as the
         Supervisors, or any individual or natural person (provided that such
         person is not a Supervisor) employed, whether under a contract of
         service or a contract for services, by that firm or any company owned
         by that firm in respect of any claim it might have against the
         Supervisors or in respect of this Agreement and (b) that any such
         partner in the same firm as the Supervisors, or any such person
         employed, whether under a contract of service or a contract for
         services, by that firm or any company owned by that firm may enforce
         this provision.

(16)     Each of the Escrow Trustee and the Distribution Agent may (without any
         responsibility for any resulting loss) rely on:

         (a)      any written communication, certificate, legal opinion or other
                  document received or obtained by it in the course of
                  performing its obligations under this Agreement and believed
                  by it to be genuine and correct and to have been signed by, or
                  with the authority of, the proper person; and

         (b)      any written statement made to it in the course of, and as part
                  of, performing its obligations under this Agreement by a
                  director, officer, partner or employee of any person regarding
                  any matters which may reasonably be assumed to be within the
                  maker's knowledge or within the maker's power to verify.

(17)     Any opinion, advice or information described in sub-clause (16) on
         which the Escrow Trustee or, as the case may be, the Distribution Agent
         relies or intends to rely may be sent or communicated by letter or
         facsimile transmission. Neither the Escrow Trustee nor the Distribution
         Agent shall be liable for acting properly and in accordance with this
         Agreement on any opinion, advice or information which is so conveyed,
         even if the opinion, advice or information contains some error of which
         the Escrow Trustee or, as the case may be, the Distribution Agent is
         not aware or which is not manifest.

(18)     Each of the Escrow Trustee and the Distribution Agent may retain for
         its own benefit, without liability to account to any other person, any
         fee or other sum received by it for its own account.

(19)     The Distribution Agent may provide advisory or other services to or
         engage in any kind of business with any person party to, or affected
         by, the arrangements the subject of this Agreement and may do so
         without any obligation to account to or disclose any such arrangements
         to any person but not in respect of the Schemes unless permitted by a
         Scheme or this Agreement.

(20)     Each of the Escrow Trustee and the Distribution Agent may exercise any
         of its rights and perform any of its duties, obligations and
         responsibilities under this Agreement through its paid or unpaid
         agents, which may be corporations, partnerships or individuals (whether
         or not lawyers or other professional persons) and, provided that it has
         exercised reasonable care in the selection of any such agent, shall not
         be responsible for any misconduct or omission on the part of, or be
         bound to supervise the proceedings or acts of, any such agent save
         where the same arises as a result of the negligence, misfeasance,
         breach of duty or wilful default on the

<PAGE>

                                       27

         part of the agent. Any such agent which is engaged in any profession or
         business shall be entitled to charge and be paid all usual fees,
         expenses and other charges for its services.

(21)     Each of the Escrow Trustee and the Distribution Agent may refrain from
         doing anything which would or might in its opinion be contrary to any
         law or any directive or regulation of or having the force of law to
         which it is subject or which would or might otherwise render it liable
         to any person and may do anything which is, in its reasonable opinion,
         necessary to comply with such law, directive or regulation.

(22)     If so instructed by the Supervisors, each of the Escrow Trustee and the
         Distribution Agent shall concur with the other parties to this
         Agreement in the making of any modification to this Agreement which is
         certified by the Supervisors in writing as (a) relating to
         administrative matters or being a technical amendment arising out of a
         manifest or proven error and (b) not in the Supervisor's reasonable
         opinion materially prejudicial the Scheme Creditors or Designated
         Recipients affected by such modification.

10.      COVENANTS OF THE ESCROW TRUSTEE

The Escrow Trustee shall not:

(1)      create or permit to subsist any mortgage, standard security, pledge,
         lien, charge or other Security Interest whatsoever (unless arising by
         operation of law), upon the whole or any part of its assets or its
         undertakings, present or future;

(2)      sell, assign, transfer, convey, lease or otherwise dispose of, or deal
         with, or grant any option or present or future right to acquire all or
         any of its properties, assets, or undertakings or any interest, estate,
         right, title or benefit therein or thereto or agree or attempt to
         purport to do any of the foregoing except, in all cases, to the extent
         necessary to perform its obligations under this Agreement;

(3)      save in respect of the trusts created by this Agreement, permit any
         person other than itself to have any equitable interest in any of its
         assets or undertakings or any interest, estate, right, title or benefit
         therein;

(4)      have an interest in any bank account, other than the bank accounts
         comprised in the Escrow Accounts and the Corporate Expenses Account or
         to withdraw any sum from the Corporate Expenses Account other than a
         Permitted Withdrawal;

(5)      carry on any business other than as Escrow Trustee for the Schemes and
         the related activities described in the Schemes or as contemplated in
         this Agreement;

(6)      incur any indebtedness whatsoever or give any guarantee or indemnity in
         respect of any indebtedness or obligation of any person;

(7)      consolidate or merge with any other person or convey or transfer
         substantially all of its properties or assets to any other person;

(8)      have any employees or premises or subsidiaries; and

(9)      pay any dividend or make any other distribution to its shareholders or
         issue any further shares or alter any rights attaching to its shares as
         at the date of this Agreement.

<PAGE>

                                       28

11.      INVESTMENTS

(1)      The Escrow Trustee hereby directs the Distribution Agent to credit all
         interest earned (including any interest in the form of debt securities)
         and dividends (or any other rights or benefits) or other cash or
         property received in respect of any assets in any Escrow Account to the
         relevant account forming part of that Escrow Account until payment or
         transfer to Admitted Scheme Creditors in accordance with the provisions
         of this Agreement. The Supervisors shall have the power to direct (but
         shall not be obliged to direct) that any such property that cannot be
         conveniently held by the Escrow Trustee shall be sold and the cash
         proceeds of such sale dealt with in accordance with this clause.

(2)      Any payment of interest earned (including any interest in the form of
         debt securities) or dividends received in respect of any assets in an
         Escrow Account ("PROFITS") to Eligible Recipients shall only be made by
         the Distribution Agent (acting on behalf of the Escrow Trustee) if the
         Supervisors have so instructed the Distribution Agent, having first
         instructed the Distribution Agent (as agent for the Escrow Trustee) to
         retain a reserve in respect of any and all taxes payable by the Escrow
         Trustee, or required to be deducted by the Escrow Trustee (whether by
         law or by agreement with the Inland Revenue), in respect of such
         Profits being distributed.

12.      CONDUCT OF TAXATION MATTERS

(1)      For the purposes of this clause 12, a "BARE TRUST" is a trust which is
         not a settlement for the purposes of section 43 Inheritance Tax Act
         1984, whereby the trust property is held by the Escrow Trustee for
         another person absolutely entitled as against the Escrow Trustee within
         the meaning of section 60(2) Taxation of Chargeable Gains Act 1992 and
         which is a bare trust for all income tax purposes.

(2)      As soon as reasonably practicable after the Effective Date, the Escrow
         Trustee shall seek confirmation from the Inland Revenue that the
         arrangements constituted by the Corp Scheme, the plc Scheme and this
         Agreement result in the Trust Funds being held on bare trust (such
         confirmation being a "FAVOURABLE CONFIRMATION"). The Escrow Trustee
         shall notify Corp and the Supervisors within 21 days of receipt of a
         Favourable Confirmation.

(3)      If the Inland Revenue at any time confirms to the Escrow Trustee that
         the Trust Funds are not held on bare trust or commences an enquiry into
         any tax return submitted on the basis that the Trust Funds are held on
         bare trust (an "ADVERSE CONFIRMATION"), the provisions of sub-clauses
         (6) and (8) shall apply. If the Inland Revenue declines to give a
         Favourable Confirmation, or has not given a Favourable Confirmation
         within 3 months of the date on which confirmation was sought under
         sub-clause (2) above, but does not give an Adverse Confirmation (a
         "NON-CONFIRMATION"), the provisions of sub-clauses (7) and (8) shall
         apply.

(4)      Unless and until the Escrow Trustee receives or becomes aware of an
         Adverse Confirmation or Non-Confirmation, it shall direct the
         Distribution Agent to make distributions to Eligible Recipients without
         retaining or deducting any amounts on account of tax, save as provided
         in sub-clause 11(2). For the avoidance of doubt, nothing in this clause
         12 affects the obligations of the Distribution Agent in clause 11(2).

(5)      Corp agrees that, if and when it recovers any input value added tax
         incurred by it in relation to the issue of New Shares or New Notes
         under the Corp Scheme, it shall establish the Escrow Tax Fund as a
         separate fund to be applied only in accordance with the following
         provisions.

         (a)      Subject to paragraph (b) below, the Escrow Tax Fund shall only
                  be used:

<PAGE>

                                       29

                  (i)      to make any repayment of the input value added tax
                           comprising the Escrow Tax Fund for which Corp is
                           determined or agreed to be liable to HM Customs &
                           Excise (together with any applicable interest or
                           penalties) (a "VAT REPAYMENT");

                  (ii)     to meet any Tax Liability (as defined in sub-clause
                           (8)(d) below) of the Escrow Trustee; or

                  (iii)    to pay any Costs as provided in sub-clause (9).

         (b)      The Escrow Tax Fund shall be used to meet a VAT Repayment in
                  priority to a Tax Liability or any Costs (as defined in
                  sub-clause (9)). If any or all of the Escrow Tax Fund has been
                  used to meet a Tax Liability or any Costs (as defined in
                  sub-clause (9)) and is later required to meet a VAT Repayment,
                  such that there are insufficient sums in the Escrow Tax Fund
                  to meet Corp's liability to make the VAT Repayment, the
                  Supervisors hereby direct the Escrow Trustee (which hereby
                  directs the Distribution Agent) to pay to Corp an amount equal
                  to the deficiency from the Reserve Corp Scheme Creditors Fund
                  or the Combined Corp Funds, or the Reserve plc Scheme
                  Creditors Fund or the Combined plc Funds, as the case may be.

         (c)      Corp may cease to hold the Escrow Tax Fund as a separate fund,
                  and its use shall cease to be subject to the restrictions
                  referred to in paragraph (a) above on the occurrence of any of
                  the following:

                  (i)      the Escrow Trustee's receipt of a Favourable
                           Confirmation (including a Favourable Confirmation as
                           set out in sub-clause (7)(c));

                  (ii)     the determination by a court of competent
                           jurisdiction from which neither party appeals that
                           the Scheme Consideration is held on bare trust; or

                  (iii)    after the closure of all the Escrow Accounts as set
                           out in clause 13, the confirmation by the Escrow
                           Trustee that it has no further Tax Liability (as
                           defined in sub-clause (8)(d)) in connection with its
                           activities as escrow trustee under the Schemes.

         (d)      For the avoidance of doubt, nothing in this sub-clause (5)
                  shall require Corp to conduct its tax affairs in a particular
                  manner, to disclose any information relating to its tax
                  affairs, or to contest any assessment to value added tax made
                  by HM Customs & Excise.

(6)      This sub-clause applies if the Escrow Trustee receives an Adverse
         Confirmation.

         (a)      The Escrow Trustee shall, within 21 days of receiving the
                  Adverse Confirmation, inform the Supervisors. Unless and until
                  the Escrow Trustee receives a subsequent Favourable
                  Confirmation, it shall retain a reserve for any tax liability
                  it may have on the basis that the Trust Funds are not held on
                  bare trust, in accordance with sub-clause (8).

         (b)      The Escrow Trustee shall take reasonable steps to pursue
                  correspondence with the Inland Revenue to obtain a Favourable
                  Confirmation.

         (c)      If, after taking the steps referred to in paragraph (b) above,
                  the Escrow Trustee is unable to obtain a Favourable
                  Confirmation, the Escrow Trustee shall take reasonable

<PAGE>

                                       30

                  steps to pursue any available appeal. The Escrow Trustee shall
                  not be required to take any steps where, in the opinion of the
                  Supervisors, the cost of undertaking those steps outweighs any
                  likely benefit or where leading tax counsel has advised either
                  that an appeal is not likely to succeed or that it would not
                  be reasonable to pursue an appeal in the light of any
                  settlement offered.

         (d)      Until (i) the Adverse Confirmation is upheld by a court of
                  competent jurisdiction from whose decision the Escrow Trustee
                  does not appeal, (ii) the Escrow Trustee is not required to
                  take any further steps in respect of the Adverse Confirmation
                  in accordance with paragraph (c) above, or (iii) leading tax
                  counsel advises the Escrow Trustee otherwise, and in so far as
                  it is able to do so without incurring any penalty, the Escrow
                  Trustee shall file any tax returns on the basis that the Trust
                  Funds are held on bare trust. This paragraph is without
                  prejudice to sub-clause (8) below.

(7)      This sub-clause applies if the Escrow Trustee receives or becomes aware
         of a Non-Confirmation.

         (a)      The Escrow Trustee shall, within 21 days of receiving or
                  becoming aware of the Non-Confirmation, inform the
                  Supervisors. Unless and until the Escrow Trustee receives a
                  subsequent Favourable Confirmation, it shall retain a reserve
                  for any tax liability it may have on the basis that the Trust
                  Funds are not held on bare trust, in accordance with
                  sub-clause (8).

         (b)      The Escrow Trustee shall file any tax returns on the basis
                  that the Trust Funds are held on bare trust, unless leading
                  tax counsel advises the Escrow Trustee to file on a different
                  basis. This paragraph is without prejudice to sub-clause (8)
                  below.

         (c)      The agreement by the Inland Revenue of any tax return filed by
                  the Escrow Trustee on the basis that the Trust Funds are held
                  on bare trust shall be taken as a Favourable Confirmation.
                  Where the Escrow Trustee has filed such a tax return and no
                  notice of enquiry has been issued pursuant to Schedule 18
                  Finance Act 1998 within the prescribed time period, there
                  shall be deemed to have been a Favourable Confirmation unless
                  leading tax counsel advises otherwise.

         (d)      If at any point the Escrow Trustee receives an Adverse
                  Confirmation, the provisions of sub-clause (6) will apply.

(8)      If the Escrow Trustee receives an Adverse Confirmation or
         Non-Confirmation, the Supervisors hereby direct the Escrow Trustee
         (which hereby directs the Distribution Agent) to pay or set aside
         amounts (taking into account any amounts already paid or set aside
         under sub-clause 11(2) and the balance of the Escrow Tax Fund) on
         account of any tax payable by the Escrow Trustee (on the assumption
         that the Trust Funds are not held on bare trust) in respect of (i)
         assets or income comprising distributions to Scheme Creditors which
         have already been made ("PAST TAX LIABILITY"), and (ii) distributions
         of assets or income comprising distributions to Scheme Creditors which
         have not yet been made ("FUTURE TAX LIABILITY") in the following
         manner:

         (a)      If the Supervisors have not terminated the Waiting Period in
                  accordance with clause 24 of the Corp Scheme, or clause 24 of
                  the plc Scheme as the case may be, the Distribution Agent
                  shall set aside amounts from the Reserve Corp Scheme Creditors
                  Fund or the combined Unadmitted Known Corp Scheme Creditors
                  Fund and Reserve Corp Scheme Creditors Fund (the "COMBINED
                  CORP FUNDS") or from the Reserve plc Scheme Creditors Fund or
                  the combined Unadmitted Known plc Scheme Creditors

<PAGE>

                                       31

                  Fund and Reserve plc Scheme Creditors Fund (the "COMBINED PLC
                  FUNDS"), as the case may be:

                  (i)      in the case of amounts in respect of the Past Tax
                           Liability, forthwith after the receipt by the Escrow
                           Trustee of the Adverse Confirmation or
                           Non-Confirmation; and

                  (ii)     in the case of amounts in respect of a Future Tax
                           Liability, at the time at which the distribution to
                           which that liability relates is made. If, however, at
                           that time the Supervisors have terminated the Waiting
                           Period as set out above, amounts in respect of a
                           Future Tax Liability shall be retained as provided
                           for in paragraph (b)(ii) below.

         (b)      If the Supervisors have terminated the Waiting Period as set
                  out in paragraph (a) above or decide to do so as a result of
                  the operation of this sub-clause (8),

                  (i)      amounts shall be set aside in respect of the Past Tax
                           Liability from the Combined Corp Funds or the
                           Combined plc Funds, as the case may be, forthwith
                           after the receipt by the Escrow Trustee of the
                           Adverse Confirmation or Non-Confirmation; and

                  (ii)     amounts in respect of any Future Tax Liability shall
                           be retained by the Distribution Agent out of the
                           distribution to which that liability relates.

         (c)      The quantum of any amounts set aside or retained pursuant to
                  this sub-clause (8) shall be directed by the Supervisors.

         (d)      Any amounts which are determined or agreed to be payable on
                  account of any tax liability of the Escrow Trustee (a "TAX
                  LIABILITY") shall be met out of the following amounts and in
                  the following priority:

                  (i)      in the first instance, out of amounts already paid or
                           set aside under sub-clause 11(2);

                  (ii)     secondly, out of the Escrow Tax Fund; and

                  (iii)    thirdly, out of any amounts set aside in accordance
                           with this sub-clause (8),

                  Corp hereby agrees to make any payments necessary pursuant to
                  the operation of this paragraph from the Escrow Tax Fund to
                  the Escrow Trustee. The Supervisors hereby direct the Escrow
                  Trustee (which hereby directs the Distribution Agent) to pay
                  any amounts to be paid in accordance with paragraphs (i) and
                  (iii) above in satisfaction of its Tax Liability.

         (e)      To the extent that any amounts set aside pursuant to this
                  sub-clause (8) are not, in the event, required to meet a Tax
                  Liability, or, in the case of any amounts paid in satisfaction
                  of a Tax Liability, are subsequently repaid by the Inland
                  Revenue, then such amounts shall be dealt with as follows and
                  in the following order of priority:

                  (i)     where an amount has been retained and/or paid out of a
                          distribution made to an Eligible Recipient pursuant to
                          paragraph (b)(ii) above, an equivalent sum shall be
                          paid to that Eligible Recipient;

<PAGE>

                                       32

                  (ii)    where an amount has been set aside and/or paid from
                          the Reserve Corp Scheme Creditors Fund or the Combined
                          Corp Funds, or the Reserve plc Scheme Creditors Fund
                          or the Combined plc Funds, an equivalent sum shall be
                          returned to that fund (or any fund into which the
                          contents of that fund have been transferred pursuant
                          to this Agreement); and

                  (iii)    where an amount has been paid from the Escrow Tax
                           Fund, an equivalent sum shall be returned to that
                           fund,

                  unless Corp has made a payment to the Escrow Trustee pursuant
                  to sub-clause (10) (an "INDEMNITY PAYMENT"), in which case the
                  amounts shall first be paid over to Corp to the extent of such
                  Indemnity Payment.

(9)      The cost of any steps taken pursuant to this clause 12 ("COSTS") shall
         be met first out of the Escrow Tax Fund and subsequently:

         (a)      before the end of the Waiting Period, out of the Reserve Corp
                  Scheme Creditors Fund, or from the Reserve plc Scheme
                  Creditors Fund as the case may be; and

         (b)      after the end of the Waiting Period, out of the Combined Corp
                  Funds or the Combined plc Funds, as the case may be.

(10)     Clause 9(4) of this Agreement shall not apply to any Tax Liability or
         any Costs of the Escrow Trustee and instead the following provisions
         shall apply:

         (a)      Corp shall indemnify (on an after tax basis) the Escrow
                  Trustee against any Tax Liability or any Costs (whether
                  arising in relation to the Corp or plc Scheme) insofar as such
                  Tax Liability or Costs cannot be met out of amounts retained
                  for the purpose pursuant to sub-clause 11(2) or this clause
                  12. For the purposes of this sub-clause, a Tax Liability
                  includes any interest or penalties thereon.

         (b)      The Escrow Trustee shall promptly give notice to Corp if it
                  appears to it that it may incur or suffer a potential Tax
                  Liability. It shall demonstrate to Corp's reasonable
                  satisfaction the extent to which (if at all) such Tax
                  Liability or any Costs cannot be met out of the amounts
                  referred to in paragraph (a) above.

         (c)      If it appears that Corp may be obliged to make payment to the
                  Escrow Trustee in accordance with this sub-clause, Corp shall
                  be entitled to resist the Tax Liability in the name of the
                  Escrow Trustee and have the conduct of any proceedings
                  relating to that Tax Liability, having indemnified the Escrow
                  Trustee against all charges, costs and expenses which it might
                  incur in resisting the Tax Liability.

13.      TERMINATION

(1)      Promptly after each Escrow Account ceases to have any cash or
         securities credited to it, the Escrow Trustee shall, subject to
         obtaining the prior consent of the Supervisors, arrange for that Escrow
         Account to be closed.

(2)      Once all of the Escrow Accounts have been closed and the Distribution
         Agent's obligations fulfilled, the trusts set out in this Agreement
         shall be wound up.

(3)      Upon closure of all of the Escrow Accounts in accordance with the terms
         of this Agreement, each of the Escrow Trustee, the Distribution Agent
         and Bondholder Communications shall

<PAGE>

                                       33

         have no further duties, responsibilities or obligations hereunder save
         for such obligations as may have arisen prior to such closure, which
         obligations have not as at the time of such closure been fulfilled or
         discharged.

14.      REPRESENTATIONS AND WARRANTIES

(1)      Each of the parties to this Agreement represents and warrants to each
         of the others that it has the capacity, power and authority to enter
         into this Agreement and that the obligations assumed by it (if any) are
         legal, valid and binding obligations on it.

(2)      Each of the parties to this Agreement represents and warrants to each
         of the others that neither the execution by it of, nor the performance
         by it of its respective obligations (if any) in accordance with the
         terms of, this Agreement will:

         (a)      so far as that party is aware, violate or conflict with, or
                  constitute a default under, any agreement or other obligation
                  to which that party is subject or by which it is bound; or

         (b)      so far as that party is aware, contravene or conflict with or
                  constitute a violation of any provision of any law, rule,
                  regulation, judgement, order or decree which is binding on it.

(3)      Each of the parties to this Agreement represents and warrants to each
         of the other parties that it has obtained the power, capacity and
         authority to execute, and perform its respective obligations (if any)
         in accordance with the terms of, this Agreement.

(4)      Corp represents and warrants to each of the other parties to this
         Agreement that the Escrow Trustee has not carried on any business since
         the date of its incorporation to the date of this Agreement.

15.      EXCLUSION OF PERSONAL LIABILITY

         Nothing in this Agreement shall impose any personal liability on the
         Supervisors or either of them but without prejudice to the Supervisors
         obligations under the Schemes. This clause is without prejudice to the
         provisions of clause 16.

16.      EXCLUSION OF LIABILITY

(1)      None of the Supervisors, the Escrow Trustee, the Distribution Agent and
         Bondholder Communications (and their related parties (if any),
         delegates and agents appointed pursuant to the provisions of the
         Schemes) shall have any liability in respect of or arising from making
         the determinations or exercising any of the powers or performing any of
         the duties provided for in the Scheme or this Agreement or any matter
         relating to such determinations, powers or duties (including, without
         limitation, any payment made or not made to any person), other than as
         a direct consequence of its own wilful default, misfeasance, breach of
         duty or negligence (or that of its related parties (if any), delegates
         or agents). For the purpose of this clause 16, "RELATED PARTIES" means
         any partner in the same firm as the Supervisors, or any person
         employed, whether under a contract of service or a contract for
         services, by that firm or any company owned by that firm.

(2)      Neither the Eurobond Trustee nor BoNY (except where it is acting as
         Distribution Agent) shall have any liability or any obligations
         whatsoever to any person under or pursuant to this Agreement.

<PAGE>

                                       34

17.      FEES AND EXPENSES

(1)      The Escrow Trustee shall be paid fees and expenses for its services
         under this Agreement in accordance with the Escrow Trustee Fee Letter.

(2)      The Distribution Agent shall be paid fees and expenses for its services
         under this Agreement in accordance with the Distribution Agent Fee
         Letter.

(3)      The fees and expenses referred to in sub-clauses (1) and (2) above
         shall be paid by Corp and plc in the proportion agreed between them
         without recourse to any of the Trust Funds.

18.      FURTHER ASSURANCE

         The parties shall do and execute, or procure to be done and executed,
         all necessary acts, deeds and documents, including but not limited to
         giving the necessary instructions to their solicitors, to effect the
         release of the contents of any of the Escrow Accounts in accordance
         with any termination of any of them pursuant to clause 13, and shall
         provide each other with all necessary mutual support for the purposes
         of doing so and giving effect to the terms of this Agreement.

19.      FURTHER TERMS AND CONDITIONS

(1)      If at any time either the Escrow Trustee or the Distribution Agent is
         served with any judicial or administrative order, judgment, decree,
         writ or other form of judicial or administrative process which in any
         way affects the Escrow Accounts (each a "JUDICIAL NOTICE"), the Escrow
         Trustee or, as the case may be, the Distribution Agent may comply
         therewith in any manner as it or legal counsel of its choosing deems
         appropriate; provided that, if reasonably practicable, it shall notify
         Corp and/or plc (as the case may be) of such Judicial Notice received
         and shall use its best efforts to discuss the manner in which it
         proposes to comply with that Judicial Notice with Corp and/or plc prior
         to doing so. If the Escrow Trustee or, as the case may be, the
         Distribution Agent complies with any Judicial Notice, it shall not be
         liable to any other person or entity even though such Judicial Notice
         may be subsequently modified or vacated or otherwise determined to have
         been without legal force or effect.

(2)      The Distribution Agent shall provide the Escrow Trustee and the
         Supervisors with monthly statements identifying the transactions,
         charges (if any) and Profits earned on the Escrow Accounts and
         undistributed balances of the Escrow Accounts.

(3)      Subject to the provisions of sub-clause (4), the Distribution Agent may
         resign at any time by giving to the other parties not less than 90
         days' prior written notice.

(4)      If the Distribution Agent has given notice of resignation as provided
         in sub-clause (5), the Escrow Trustee shall promptly appoint a
         successor Distribution Agent. A successor Distribution Agent shall
         deliver a written acceptance of its appointment to the retiring
         Distribution Agent and the Escrow Trustee. A resignation of the
         Distribution Agent shall not become effective until a successor
         Distribution Agent is appointed. The retiring Distribution Agent shall
         ensure that the successor Distribution Agent becomes the custodian of
         the Escrow Accounts and the successor Distribution Agent shall have all
         the rights, powers and duties of the Distribution Agent under this
         Agreement.

(5)      No variation or amendment may be made to any provision in this
         Agreement that would have the effect of altering or extinguishing the
         entitlement of any Admitted Scheme Creditor or

<PAGE>

                                       35

         Designated Recipient unless consented to by that Admitted Scheme
         Creditor or Designated Recipient.

(6)      None of the parties to this Agreement shall be in breach of its
         obligations (if any) under this Agreement as a result of any delay or
         non-performance of its obligations (if any) under this Agreement
         arising from any Force Majeure.

20.      COUNTERPARTS

         This Agreement may be signed in any number of counterparts, all of
         which taken together shall constitute one and the same instrument.

21.      NOTICES

(1)      Any notice or other document to be served under this Agreement may be
         delivered or sent by post or facsimile process to the party to be
         served as follows:

         (a)   to Corp at:                       (b)   to plc at:
               Marconi Corporation plc                 Marconi plc
               New Century Park                        New Century Park
               PO Box 53                               PO Box 53
               Coventry                                Coventry
               Warwickshire                            Warwickshire
               CV3 1HT                                 CV3 1HT

               Fax: 024 7656 3377                      Fax: 024 7656 3377
               Marked for the attention of The         Marked for the attention
               Company Secretary,                      of The Company Secretary,

         (c)   to the Distribution Agent and     (d)   to the Eurobond Trustee
               BoNY at:                                at:
               The Bank of New York                    The Law Debenture Trust
               One Canada Square                       Corporation p.l.c.
               London E14 5AL                          Fifth Floor
                                                       100 Wood Street
                                                       London EC2V 7EX

               Fax: 020 7964 6399                      Fax: 020 7606 0643
               Marked for the attention of             Marked for the attention
               Corporate Trust Administration,         of Abigail Holladay,

         (e)   to Ancrane at:                    (f)   to Bondholder
               Ancrane                                 Communications at:
               New Century Park                        Bondholder Communications
               PO Box 53                               Group
               Coventry                                30 Broad Street,46th
               Warwickshire                            Floor
               CV3 1HT                                 New York, NY 10004

                                                       Fax: + 212 422 0790
               Fax: 024 7656 3377                      Marked for the attention
               Marked for the attention of The         of Donna Martini,
               Company Secretary,

<PAGE>

                                       36

         (g)   to the Supervisors at:            (h)   to the Escrow Trustee at:
               KPMG                                    Regent Escrow Limited
               8 Salisbury Square                      New Century Park
               London EC4Y 8BS                         PO Box 53
                                                       Coventry
                                                       Warwickshire
                                                       CV3 1HT

               Fax: +44 20 7694 3011                   Fax: +024 7656 3377
               Marked for the attention of             Marked for the attention
               Richard Heis,                           of the Company Secretary,

         or at such other address or facsimile number as it may have notified to
         the other parties in accordance with this clause. Any notice or other
         document sent by post shall be sent by prepaid first class post (if
         within the United Kingdom) or by prepaid airmail (if elsewhere).

(2)      In proving service of a notice or document it shall be sufficient to
         prove that delivery was made or that the envelope containing the notice
         or document was properly addressed and posted (either by prepaid first
         class post or by prepaid airmail, as the case may be) or that the
         facsimile message was properly addressed and despatched, as the case
         may be.

22.      THIRD PARTY RIGHTS

(1)      The parties to this Agreement agree that wherever in this Agreement a
         right is specifically expressed to be given to (or an undertaking is
         expressed to be in favour of) a person (being a Scheme Creditor
         (including a Definitive Holder) or a Designated Recipient) who is not a
         party to this Agreement, such language is intended to confer benefits
         on that person thereby granting to him rights capable of being enforced
         by him separately under the Contracts (Rights of Third Parties) Act
         1999. Subject as stated in the previous sentence, a person who is not a
         party to this Agreement may not enforce any of its terms under the
         Contracts (Rights of Third Parties) Act 1999.

(2)      Nothing in sub-clause (1) above shall confer a right on any Designated
         Recipient to disturb a prior Distribution under either Scheme, whether
         on the grounds that there remains insufficient Scheme Consideration to
         satisfy that Designated Recipient's entitlement to any part of a
         Distribution pursuant to the direction given in clause 7 or, as the
         case may be, clause 8 or otherwise.

23.      GOVERNING LAW AND JURISDICTION

         This Agreement is governed by, and shall be construed in accordance
         with, the laws of England. Each party irrevocably agrees that the
         courts of England are to have exclusive jurisdiction to settle any
         dispute which may arise out of or in connection with this Agreement and
         that accordingly any suit, action or proceedings arising out of or in
         connection with this Agreement (together referred to as "PROCEEDINGS")
         may be brought in such courts. Each party irrevocably waives any
         objection which it may have now or hereafter to the laying of the venue
         of any Proceedings in the courts of England and any claim that any
         Proceedings have been brought in an inconvenient forum. Each of the
         Bank of New York (in its capacity as both the Distribution Agent and
         the Yankee Bond Trustee) and Bondholder Communications appoint the
         General Manager at the London branch of The Bank of New York and the
         Manager at the London branch of Bondholder Communications,
         respectively, as its agent for service of process in England in respect
         of any Proceedings and each undertakes that in the event of such agent
         ceasing so to act it will appoint another person as its agent for

<PAGE>

                                       37

         that purpose. Nothing in this Agreement shall affect the right to serve
         process in any other manner permitted by law.

IN WITNESS of which this Agreement has been executed as a deed and has been
delivered on the date which appears first on page 1.

<PAGE>

                                       38

                                   SCHEDULE 1

                            FORM OF ACCESSION LETTER

   [to be amended as appropriate if the plc Scheme does not become effective]

                                                           [Effective Date] 2003
BY FACSIMILE AND BY POST

To:      Marconi Corporation plc
         Marconi plc
         Regent Escrow Limited
         Ancrane
         The Bank of New York
         The Law Debenture Trust Corporation p.l.c.
         Bondholder Communications Group

c/o      Marconi Corporation plc
         4th Floor
         Regents Place
         338 Euston Road
         London NW1 3BT

Fax No.: 020 7409 7748

Dear Sirs,

MARCONI CORPORATION PLC:
SCHEME OF ARRANGEMENT UNDER SECTION 425 OF THE COMPANIES ACT 1985 (THE "CORP
SCHEME") MARCONI PLC:
SCHEME OF ARRANGEMENT UNDER SECTION 425 OF THE COMPANIES ACT 1985 (THE "PLC
SCHEME" AND, TOGETHER WITH THE CORP SCHEME, THE "SCHEMES")

We refer to the Escrow and Distribution Agreement (the "AGREEMENT") dated 27th
March, 2003 between yourselves and confirm that we have been appointed today by
the High Court of England and Wales as the Supervisors of each of the Schemes.
Accordingly, we both jointly and severally agree to become a party to, and be
bound by the terms of, the Agreement from the date of this Accession Letter and
hereby accede to the Agreement in accordance with clause 2(4) thereof. We both
intend that this Accession Letter shall take effect as a deed poll for the joint
and several benefit of each of the addressees of this Accession Letter.

We may each sign a counterpart of this Accession Letter, both of which taken
together shall constitute one and the same instrument. If one of us does not
sign this Accession Letter, this shall not affect the validity of this Accession
Letter with respect to the Supervisor who has signed it.

Capitalised terms used in this Accession Letter shall have the same meaning
given to them in the Agreement.

<PAGE>

                                       39

IN WITNESS whereof this Accession Letter has been entered into as a deed poll by
both of us on the date first set out above.

SIGNED as a deed by                   )
PHILIP WALLACE, without               )
personal liability in his             )
capacity as a Supervisor              )
of the Schemes, in the presence of:   )

Witness's signature:   ___________________________________

Name:                  ___________________________________

Address:               ___________________________________

                       ___________________________________

SIGNED as a deed by                   )
RICHARD HEIS, without                 )
personal liability in his             )
capacity as a Supervisor              )
of the Schemes, in the presence of:   )

Witness's signature:   ___________________________________

Name:                  ___________________________________

Address:               ___________________________________

                       ___________________________________

<PAGE>

                                       40

                                   SCHEDULE 2

                        FORM OF ANCRANE DIRECTION LETTER

                             [LETTERHEAD OF ANCRANE]

To:      Marconi plc
         New Century Park
         PO Box 53
         Coventry
         Warwickshire
         CV3 1HT
         ("PLC")

         Marconi Corporation plc
         New Century Park
         PO Box 53
         Coventry
         Warwickshire
         CV3 1HT
         ("CORP")

                                                                    [date], 2003

Dear Sirs,

ESCROW AND DISTRIBUTION AGREEMENT - DIRECTIONS OF ANCRANE

1.       We refer to the escrow and distribution agreement (the "ESCROW
         AGREEMENT") entered into on 27th March, 2003 between, inter alios, plc,
         Corp and Ancrane (the "COMPANY"). Except as otherwise provided in this
         letter, capitalised terms in this letter shall have the meaning
         ascribed to them in the Escrow Agreement and where there is a conflict,
         the definition in this letter shall prevail.

2.       It is proposed that Corp and plc will each enter into a scheme of
         arrangement whereby, under the plc Scheme, the Scheme Claims of plc
         Scheme Creditors against plc will be compromised in exchange for a
         distribution of plc's assets pursuant to the plc Scheme and, under the
         Corp Scheme, the Scheme Claims of Corp Scheme Creditors against Corp
         will be compromised for a distribution of cash, new equity and new debt
         securities of Corp pursuant to the Corp Scheme.

3.       The Company has repaid capital in specie, being all of its assets other
         than L 100, to plc as contemplated in the scheme implementation deed
         (the "SCHEME IMPLEMENTATION DEED") entered into on 27th March, 2003
         between, inter alios, plc, Corp and the Company. The Company is a
         Scheme Creditor of Corp for the purpose of the Corp Scheme and is also
         entitled to Corp Scheme Consideration and plc Scheme Consideration by
         virtue of its holding of Bonds.

<PAGE>

                                       41

4.       (a)      The Company hereby irrevocably directs Corp to deliver to plc
                  any Scheme Consideration (as defined in the Corp Scheme) to
                  which the Company is entitled pursuant to the Claim Form
                  filed by it in the Corp Scheme. This delivery is being
                  directed in connection with the repayment of capital in specie
                  to plc contemplated by the Scheme Implementation Deed.

         (b)      The Company hereby irrevocably authorises and directs each of
                  the Eurobond Trustee, BoNY, the Escrow Trustee and the
                  Supervisors to direct the Distribution Agent to pay all Corp
                  and plc Scheme Consideration to which it is entitled by virtue
                  of its holding of Bonds to plc. This delivery is being
                  directed in connection with the repayment of capital in specie
                  to plc contemplated by the Scheme Implementation Deed.

5.       This letter may be executed in one or more counterparts, each of which
         will be deemed an original and all of which will constitute one and the
         same letter.

6.       In the event that any provision of this letter is void and
         unenforceable by reason of any applicable law, it shall be deleted and
         the remaining provisions of this letter shall continue in full force
         and effect, and if necessary be so amended as necessary to give effect
         to the spirit of this letter so far as possible.

7.       This letter will be governed by, and construed in accordance with,
         English law. Each party irrevocably submits to the jurisdiction of the
         English courts for all purposes relating to this letter.

If you agree with the above, please sign where indicated below.

Yours faithfully

______________________________________            Date:
For
ANCRANE
Authorised Signatory

Copy:    Regent Escrow Limited               Philip Wallace and Richard Heis
         New Century Park                    c/o KPMG LLP
         PO Box 53                           8 Salisbury Square
         Coventry                            London
         Warwickshire                        EC4Y 8BB
         CV3 1HT

         The Law Debenture Trust             The Bank of New York
         Corporation p.l.c.                  One Canada Square
         Fifth Floor                         London E14 5AL
         100 Wood Street
         London EC2V 7EX

<PAGE>

                                       42

FORM OF ACKNOWLEDGEMENT

We hereby agree with the above letter and will carry out the directions of
Ancrane as set out in the above letter.

______________________________________            Date:
For
MARCONI PLC
Authorised Signatory

______________________________________            Date:
For
MARCONI CORPORATION PLC
Authorised Signatory

<PAGE>

                                       43

                                   SCHEDULE 3

                  FORM OF INSTRUCTION LETTER TO THE REGISTRARS

To:      Computershare Investor Services PLC
         P.O. Box 82
         The Pavilions
         Bridgwater Road
         Bristol BS99 7NH

Dear Sirs,

MARCONI CORPORATION PLC:
SCHEME OF ARRANGEMENT UNDER SECTION 425 OF THE COMPANIES ACT 1985 (THE "CORP
SCHEME") MARCONI PLC:
SCHEME OF ARRANGEMENT UNDER SECTION 425 OF THE COMPANIES ACT 1985 (THE "PLC
SCHEME" AND, TOGETHER WITH THE CORP SCHEME, THE "SCHEMES")

Pursuant to the terms of the Schemes and the Escrow and Distribution Agreement
(the "AGREEMENT") dated 27th March, 2003 between, among others, Marconi
Corporation plc, Marconi plc, Regent Escrow Limited, Bondholder Communications
Group, The Bank of New York, The Law Debenture Trust Corporation p.l.c. and
Philip Wallace and Richard Heis (in their capacity as Supervisors of the
Schemes), we are giving this Letter of Instruction to you as Corp's share and
warrant registrars. Capitalised terms used in this Letter of Instruction shall
have the same meaning given to them in the relevant Scheme and the Agreement.

We hereby direct you as follows:

1.       Each plc Shareholder on the register of members shall receive one New
         Share and such additional New Shares and Warrants as provided below.

2.       The allocation of New Shares and Warrants to plc Shareholders shall be
         calculated as provided in clause 31(3) of the Corp Scheme.

3.       Except as provided in paragraph 4, final allocations of New Shares and
         Warrants shall be distributed by you to the plc Shareholders as
         follows:

3.1      You shall transfer to your CREST securities account or that of your
         subsidiary which will operate the Corporate Nominee, such number of New
         Shares and Warrants as are allocated to plc Shareholders who hold share
         certificates in respect of plc Shares, are aged 18 or more and have a
         registered address in the United Kingdom, Channel Islands, Isle of Man
         or Ireland.

3.2      You shall transfer to the relevant plc Shareholders' CREST securities
         accounts by means of a USE message in CREST, such number of New Shares
         and Warrants as are allocated to plc Shareholders who hold their
         interests in plc Shares in CREST.

3.3      You shall issue new certificates to the relevant holders of the
         remainder of the New Shares and Warrants within five business days of
         the date of this Letter of Instruction.

3.4      All such transfers and issues shall be effected in such a way as not to
         incur stamp duty or stamp duty reserve tax.

<PAGE>

                                       44

4.       Clauses 31(6) and (7) of the Corp Scheme shall apply in respect of plc
         Shareholders in certain jurisdictions and you will perform the
         responsibilities of the Registrars as referred to therein.

5.       Following the issuance by the Supervisors of a Distribution Notice
         under one or both of the Schemes, the Escrow Trustee will procure that
         the Distribution Agent (on its behalf) transfers sufficient New
         Creditor Shares to you. Based on specific instructions given to you by
         the Escrow Trustee in relation to each such Distribution Notice, we
         hereby direct you as follows:

5.1      You shall transfer any New Creditor Shares to the CREST accounts
         designated in Claim Forms and in those Account Holder Letters which
         specify that New Creditor Shares are to be delivered in this manner by
         issuing USE instructions.

5.2      You shall issue and post any share certificates to the persons
         identified as receiving such in Claim Forms and the Account Holder
         Letters.

6.       This letter shall be governed by English law.

Yours faithfully,

By:___________________________________       By:________________________________
     For and on behalf of                         For and on behalf of
     Regent Escrow Limited                        Marconi Corporation plc
     (as Escrow Trustee)

By:___________________________________
     For and on behalf of
     The Bank of New York
     (as Distribution Agent)

<PAGE>

                                       45

                                   SIGNATORIES

EXECUTED as a deed                    )
by MARCONI CORPORATION PLC,           )     MICHAEL PARTON
acting by MICHAEL PARTON              )     director
and MARY SKELLY                       )
                                      )     MARY SKELLY
                                            secretary

EXECUTED as a deed                    )
by MARCONI PLC,                       )     MICHAEL PARTON
acting by MICHAEL                     )     director
PARTON and                            )
MARY SKELLY                           )     MARY SKELLY
                                            secretary

EXECUTED as a deed                    )
by REGENT ESCROW LIMITED,             )     MARY SKELLY
acting by MARY SKELLY and             )     director
CHRISTOPHER HOLDEN                    )
                                            CHRISTOPHER HOLDEN
                                            director

EXECUTED as a deed                    )
by THE BANK OF NEW YORK,              )
acting by ALISON MITCHELL             )     ALISON MITCHELL
acting on the authority of that       )
company in the presence of:           )

Witness's signature:       SUNJEEVE PATEL

Name:                      SUNJEEVE PATEL

Address:                   ONE CANADA SQUARE

                           LONDON E14 5AL

<PAGE>

                                       46

The COMMON SEAL of                    )
THE LAW DEBENTURE                     )     ABIGAIL HOLLADAY
TRUST CORPORATION p.l.c.              )     authorised signatory
was affixed to this                   )                           [SEAL AFFIXED]
deed in the presence of:              )
                                      )
                                            ROBERT BEBB
                                            authorised signatory

EXECUTED as a deed                    )
by BONDHOLDER                         )
COMMUNICATIONS GROUP,                 )     ROBERT APFEL
acting by ROBERT APFEL                )     President
acting on the authority of that       )
company in the presence of:           )

Witness's Signature:       DUNCAN WEBSTER

Name:                      DUNCAN WEBSTER

Address:                   ONE NEW CHANGE

                          LONDON EC4M 9QQ

EXECUTED as a deed                    )
by ANCRANE,                           )     CHRISTOPHER HOLDEN
acting by CHRISTOPHER                 )     director
HOLDEN and MARY                       )
SKELLY                                )
                                            MARY SKELLY
                                            secretary