Draft: 25/02/03

                                                                  Exhibit 10.2.2

                                      FORM OF SERIES 1 CLASS A SWAP CONFIRMATION



From:        [o]

To:          Permanent Financing (No. 2) PLC
             Blackwell House
             Guildhall Yard
             London
             EC2V  5AE

Attention:   The Secretary

To:          State Street Bank and Trust Company
             1 Canada Square
             Canary Wharf
             London
             E14 5AF

Attention:   Corporate Trust

                                                                   [o] [o], 2003

Dear Sirs,

CONFIRMATION - SERIES 1 CLASS A DOLLAR TO STERLING CURRENCY SWAP

The purpose of this letter is to confirm the terms and conditions of the swap
transactions entered into between us on the Trade Date specified below (the
"SWAP TRANSACTIONS"). This letter constitutes a "CONFIRMATION" as referred to in
the 1992 ISDA Master Agreement (Multicurrency-Cross Border) (Series 1 Class A)
entered into between us, you and State Street Bank and Trust Company (the
"SECURITY TRUSTEE") dated as of [o][o], 2003 as amended and supplemented from
time to time (the "AGREEMENT").

The definitions and provisions contained in the 2000 ISDA Definitions as
published by the International Swaps and Derivatives Association, Inc. (the
"DEFINITIONS") are incorporated into this Confirmation. In the event of any
inconsistency between any of the following, the first listed shall govern (i)
this Confirmation; (ii) the Master Definitions Schedule; and (iii) the
Definitions.

The term "TRANSACTION" as used herein shall, for the purposes of the
Definitions, have the same meaning as "SWAP TRANSACTION".

1.    The following terms relate to all Transactions to which this Confirmation
      relates:

      Party A:                          [o]

      Party B:                          Permanent Financing (No. 2) PLC

      Trade Date:                       [o], 2003


<PAGE>


      Effective Date:                   [o], 2003

      Termination Date:                 The earlier of the Party A Payment Date
                                        falling in [o] and the date on which all
                                        of the Series 1 Class A Second Issuer
                                        Notes are redeemed in full.

      Dollar Currency Exchange Rate:    [o] USD per GBP

      Business Days:                    London Business Day, New York Business
                                        Day and TARGET Business Day

      Business Day Convention:          Following

      Calculation Agent:                Party A



Party A Floating Amounts:

      Party A Currency Amount:          In respect of each Party A Calculation
                                        Period, an amount in Dollars equal to
                                        the principal amount outstanding of the
                                        Series 1 Class A Second Issuer Notes on
                                        the first day of such Calculation Period
                                        (after taking into account any
                                        redemption on such day).

      Party A Payment Dates:            The 10th day of each month from and
                                        including [o], 2003 up to and including
                                        the Termination Date, provided that upon
                                        the occurrence of a Trigger Event or the
                                        enforcement of the Second Issuer
                                        Security in accordance with the Second
                                        Issuer Deed of Charge, the Party A
                                        Payment Dates shall occur on each
                                        Quarterly Interest Payment Date from and
                                        including the first Quarterly Interest
                                        Payment Date following the occurrence of
                                        such Trigger Event or such enforcement
                                        of the Second Issuer Security, as
                                        applicable, up to and including the
                                        Termination Date.


      Party A Floating Rate:            In respect of each Party A Calculation
                                        Period, One-Month USD-LIBOR for
                                        one-month Dollar deposits determined in
                                        respect of the first day of such Party A
                                        Calculation Period.

      Spread:                           [o] per cent.

      Rounding Convention:              Rounded to the nearest cent

      Party A Floating Rate Day

                                       2
<PAGE>

      Count Fraction:                   Actual/360

      Party A Compounding:              Compounding shall be applicable in
                                        respect of each Party A Calculation
                                        Period of two or three months.

      Party A Compounding Dates:        The 10th day of each month for each
                                        Party A Calculation Period to which
                                        compounding applies from and including
                                        the first day of the first Party A
                                        Calculation Period to which Compounding
                                        applies up to and including the last day
                                        prior to the Termination Date that is
                                        the 10th day of a month and the
                                        Termination Date.

      Party A Compounding Period:       Means in respect of a Party A
                                        Calculation Period to which Compounding
                                        applies, each period from and including
                                        one Party A Compounding Date to but
                                        excluding the next Party A Compounding
                                        Date.

Party B Floating Amounts:


      Party B Currency Amount:          In respect of each Party B Calculation
                                        Period, an amount in Sterling equivalent
                                        to the Party A Currency Amount for the
                                        Party A Calculation Period commencing on
                                        the first day of such Party B
                                        Calculation Period, converted by
                                        reference to the Dollar Currency
                                        Exchange Rate.

      Party B Payment Dates:            Each Quarterly Interest Payment Date
                                        from and including the Quarterly
                                        Interest Payment Date falling in [o],
                                        2003 up to the Termination Date, and the
                                        Termination Date.


      Party B Floating Rate:            In respect of Each Party B Calculation
                                        Period, Sterling-LIBOR determined in
                                        respect of the first day of such Party B
                                        Calculation Period.

      Spread:                           [o] per cent.

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

      Rounding Convention:              Rounded to the nearest penny


Initial Exchange:

      Initial Exchange Date:            Effective Date

      Party A Initial

      Exchange Amount:                  GBP [o]



                                       3
<PAGE>

      Party B Initial
      Exchange Amount:                  USD [1,000,000,000]

Interim Exchange:

      Interim Exchange Dates:           Each Quarterly Interest Payment Date
                                        (other than the Termination Date) on
                                        which any of the Series 1 Class A Second
                                        Issuer Notes are redeemed in whole or in
                                        part.

      Party A Interim

      Exchange Amount:                  In respect of each Interim Exchange
                                        Date, an amount in Dollars equal to the
                                        amount of the Series 1 Class A Second
                                        Issuer Notes redeemed on such Interim
                                        Exchange Date.

      Party B Interim
      Exchange Amount:                  In respect of each Interim Exchange
                                        Date, the Sterling equivalent of the
                                        Party A Interim Exchange Amount for such
                                        Interim Exchange Date converted by
                                        reference to the Dollar Currency
                                        Exchange Rate.

Final Exchange:

      Final Exchange Date:              Termination Date

      Party A Final Exchange Amount:    An amount in Dollars equal to the
                                        principal amount outstanding of the
                                        Series 1 Class A Second Issuer Notes on
                                        the Final Exchange Date (before taking
                                        into account any redemption on such
                                        day).

      Party B Final Exchange Amount:    The Sterling equivalent of the Party A
                                        Final Exchange Amount for the Final
                                        Exchange Date converted by reference to
                                        the Dollar Currency Exchange Rate.


3.    Account Details:

      Payments to Party A
      in Dollars:             Bank:              [o]

                              Account Number:    [o]

                              SWIFT:             [o]

                              ABA No.:           [o]


                                       4
<PAGE>



      Payments to Party A
      in Sterling:            Bank:              [o]

                              Sort Code          [o]

                              Account Number:    [o]

                              SWIFT:             [o]


      Payments to Party B
      in USD:                 Bank:              [o]

                              Credit Account:    [o]

                              New York SWIFT:    [o]

                              FAO:               [o]

                              London SWIFT:      [o]

                              Reference:         [o]

      Payments to Party B
      in Sterling:            Bank:              [o]

                              Account Number:    [o]

                              Sort Code:         [o]

                              Reference:         [o]

      [It is agreed by the parties that payments made by Party A to the
      Principal Paying Agent in accordance with the settlement instructions, as
      detailed above, shall be considered as absolute and conclusive discharge
      of Party A's obligations to Party B in respect of such payment, regardless
      of whether the Principal Paying Agent makes a payment in turn to Party B.
      This shall continue to be the case until Party B changes its account in
      accordance with Section 2(b) of the Agreement.]

4.    Notice Details:

      Party A:                                   [o]

      Address:                                   [o]

      Facsimile Number:                          [o]

      Attention:                                 [o]


                                       5
<PAGE>

      Party B:                Permanent Financing (No.2) PLC

      Address:                Blackwell House
                              Guildhall Yard
                              London
                              EC2V  5AE

      Facsimile Number:       020 7566 0975

      Attention:              The Secretary

      With a copy to: (i)     the Security Trustee:

      Name:                   State Street Bank and Trust Company

      Address:                1 Canada Square
                              Canary Wharf
                              London
                              E14 5AF

      Facsimile Number:       020 7416 2548

      Attention:              Corporate Trust

                      (ii)    HBOS Treasury Services plc:

      Address:                33 Old Broad Street
                              London
                              EC2N 1HZ

      Facsimile Number:       020 7574 8784

      Attention:              Head of Capital Markets and Securitisation

Yours faithfully,


[o]

By:
Name:
Title:

Confirmed as of the date first written:

PERMANENT FINANCING (NO. 2) PLC

                                       6
<PAGE>

By:
Name:
Title:

STATE STREET BANK AND TRUST COMPANY

By:
Name:
Title:

                                       7