<PAGE>

                                                                  Exhibit 10.6.1

DRAFT: 25/02/03

THIS AGREEMENT is made on [6th March], 2003

BETWEEN:

(1)      STRUCTURED FINANCE MANAGEMENT LIMITED (registered number 3853947) whose
         business address is at Blackwell House, Guildhall Yard, London EC2V 5AE
         (in its capacity as the Second Issuer Corporate Services Provider);

(2)      PERMANENT HOLDINGS LIMITED (registered number 4267664) whose registered
         office is at Blackwell House, Guildhall Yard, London EC2V 5AE
         ("HOLDINGS");

(3)      PERMANENT FINANCING (NO. 2) PLC (registered number 4623188) whose
         registered office is at Blackwell House, Guildhall Yard, London EC2V
         5AE (the "SECOND ISSUER");

(4)      HALIFAX PLC (registered number 02367076), a public limited company
         incorporated under the laws of England and Wales, whose registered
         office is at Trinity Road, Halifax, West Yorkshire HX1 2RG ("HALIFAX");
         and

(5)      U.S. BANK NATIONAL ASSOCIATION, a national banking association formed
         under the laws of the United States of America, acting through its
         office at 1 Federal Street, 3rd Floor, Boston, Massachusetts 02110 (in
         its capacities as the Security Trustee and as the Note Trustee).

WHEREAS:

The Second Issuer Corporate Services Provider has agreed with the other parties
to this Agreement to provide various corporate administration and personnel
services to the Second Issuer on the terms and conditions contained in this
Agreement.

IT IS HEREBY AGREED as follows:

1.       DEFINITIONS AND INTERPRETATION

         The Amended and Restated Master Definitions and Construction Schedule
         and the Second Issuer Master Definitions and Construction Schedule,
         both signed for the purposes of identification by Allen & Overy and
         Sidley Austin Brown & Wood on [5th March], 2003 (as the same may be
         amended, varied or supplemented from time to time with the consent of
         the parties hereto) are expressly and specifically incorporated into
         this Agreement and, accordingly, the expressions defined in the Amended
         and Restated Master Definitions and Construction Schedule and the
         Second Issuer Master Definitions and Construction Schedule (as so
         amended, varied or supplemented) shall, except where the context
         otherwise requires and save where otherwise defined herein, have the
         meanings in this Agreement, including the Recitals hereto, and this
         Agreement shall be construed in accordance with the interpretation
         provisions set out in CLAUSE 2 (Interpretation and Construction) of the
         Amended and Restated Master Definitions and Construction Schedule and
         the Second Issuer Master Definitions and Construction Schedule.

         In the event of a conflict between the Amended and Restated Master
         Definitions and Construction Schedule and the Second Issuer Master
         Definitions and Construction Schedule, the Second Issuer Master
         Definitions and Construction Schedule shall prevail.


<PAGE>
                                       2


         In this Agreement each reference to a party shall be deemed to include
         its successors and permitted assigns. For this purpose "SUCCESSOR"
         means in relation to a party an assignee or successor in title of such
         party or any person who, under the laws of its jurisdiction of
         incorporation or domicile has assumed the rights and/or obligations of
         such party or to whom under such laws the same have been transferred.

2.       NOMINATION OF DIRECTORS PRIOR TO SERVICE OF A SECOND ISSUER NOTE
         ACCELERATION NOTICE

2.1      ENTITLEMENT TO NOMINATE

         Prior to the service of a Second Issuer Note Acceleration Notice and
         for so long as this Agreement remains in force:

         (a)   Halifax is entitled to, and shall, nominate one person willing to
               serve in the capacity of director of the Second Issuer (and, in
               each case, Halifax has nominated David Balai as its first nominee
               in such capacity);

         (b)   the Second Issuer Corporate Services Provider is entitled to, and
               shall, nominate two persons willing to serve in the capacity of
               director of the Second Issuer (and, in each case, has nominated
               SFM Directors Limited (registered number 3920254) and SFM
               Directors (No. 2) Limited (registered number 4017430) as its
               first nominees in such capacity) and nothing herein shall prevent
               the Second Issuer Corporate Services Provider from nominating
               itself as a corporate director of the Second Issuer; and

         (c)   the Second Issuer Corporate Services Provider will be entitled
               to, and shall, nominate one person willing to serve in the
               capacity of Company Secretary of the Second Issuer and has
               nominated SFM Corporate Services Limited (registered number
               3920255) as its first nominee in such capacity.

2.2      APPOINTOR

         In relation to any person nominated or deemed to be nominated under
         CLAUSE 2.1 above or CLAUSE 2.3 below, whichever of Halifax or the
         Second Issuer Corporate Services Provider nominated that person is
         referred to below as that person's "APPOINTOR".

2.3      RESIGNATION OR RETIREMENT OF DIRECTOR

         Each appointor hereby confirms to the other that, if the person
         nominated or deemed to be nominated by it should resign or retire or
         for any other reason cease to act as director of the Second Issuer, it
         will promptly:

         (a)   procure that such director shall acknowledge in writing that he
               has no claim of any nature whatsoever against the Second Issuer;

         (b)   nominate another person willing to act in the relevant capacity;
               and

         (c)   procure the consent of that other person to act in that capacity.



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                                       3


2.4      ACCEPTANCE OF APPOINTMENT AND PAYMENT

         Each appointor shall procure that each of the persons respectively
         nominated or deemed to be nominated by it from time to time as provided
         above accepts the relevant appointment and acts in the relevant
         capacity without fee or remuneration (including, for the avoidance of
         doubt, upon resignation or retirement) from the Second Issuer, save
         that nothing in this Agreement shall prejudice the right of the Second
         Issuer Corporate Services Provider to be remunerated for its services
         under CLAUSE 7 (Remuneration, Costs and Expenses) below.

2.5      COMPOSITION OF BOARDS

         Holdings undertakes and agrees:

         (a)   subject to CLAUSE 3.3 (Requests of the Security Trustee) that it
               shall exercise its rights as a shareholder of the Second Issuer
               and all rights and powers vested in it under the Articles of
               Association of the Second Issuer so as to procure that the board
               of directors of the Second Issuer comprises at all times one
               nominee of Halifax (provided that Halifax shall have nominated a
               person to such office) and two nominees of the Second Issuer
               Corporate Services Provider, as provided under CLAUSE 2.1 above;
               and

         (b)   the Second Issuer Corporate Services Provider and Halifax shall
               procure that at all times a majority (by number) of the directors
               nominated by them under CLAUSE 2.1 above, for the Second Issuer
               will be resident in the UK (and not in any other jurisdiction)
               for the purposes of UK income tax.

3.       NOMINATION OF DIRECTORS AFTER SERVICE OF A SECOND ISSUER NOTE
         ACCELERATION NOTICE

3.1      RIGHTS AND POWERS UPON SERVICE OF A SECOND ISSUER NOTE ACCELERATION
         NOTICE

         In the event that a Second Issuer Note Acceleration Notice is served on
         the Second Issuer, Holdings shall exercise its rights as the sole
         beneficial owner of all of the shares in the Second Issuer, and the
         rights and powers vested in it under the Articles of Association of the
         Second Issuer so as to procure that:

         (a)   such new or additional directors of the Second Issuer as the
               Security Trustee shall direct shall be duly appointed; and

         (b)   such of the directors nominated pursuant to CLAUSES 2.1
               (Entitlement to Nominate) or 2.3 (Resignation or Retirement of
               Director) above as the Security Trustee requests shall tender
               their resignation, if so requested by the Security Trustee,

         and nothing shall prevent the Security Trustee from nominating itself
         for appointment as a director of the Second Issuer.

3.2      TERMS OF APPOINTMENT

         Any director nominated or appointed pursuant to CLAUSE 3.1 above shall
         be appointed upon such terms (including reasonable remuneration) as may
         be agreed in writing between the appointees and the Security Trustee.


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                                       4


3.3      REQUESTS OF THE SECURITY TRUSTEE

         For so long as Holdings is the beneficial holder of the whole of the
         issued share capital of the Second Issuer, and in the event (but only
         in the event) that the provisions of CLAUSE 3.1 above apply Holdings
         undertakes and agrees to comply with all requests of the Security
         Trustee as to:

         (a)   the exercise of its rights as shareholder of the Second Issuer;
               and

         (b)   all rights and powers vested in it under the Articles of
               Association of the Second Issuer,

         in relation to the appointment and/or removal from office by Holdings
         of any of the directors of the Second Issuer.

3.4      RESIGNATION

         In the event that a Second Issuer Note Acceleration Notice is served on
         the Second Issuer, any appointment of a director in office at such time
         validly made pursuant to CLAUSES 2.1 (Entitlement to Nominate) or 2.3
         (Resignation or Retirement of Director) above shall continue to be
         effective in accordance with the provisions of this Agreement unless
         and until such director has resigned pursuant to CLAUSE 3.1(b) above.

3.5      NO RECOURSE

         The obligations of the parties hereto under this Agreement are solely
         the corporate obligations of each of the parties.

         No recourse shall be had in respect of any obligation or claim arising
         out of or based upon this Agreement against any employee, officer or
         director of any of the parties hereto, save where the claim, demand,
         liability, cost or expense in connection therewith arises from the
         gross negligence, wilful default or breach of duty of such employee,
         officer or director of the respective party.

4.       PROVISION OF CORPORATE ADMINISTRATIVE SERVICES

         Until termination of this Agreement pursuant to CLAUSE 12
         (Termination), the Second Issuer Corporate Services Provider shall
         provide all general company secretarial, registrar and company
         administration services (the "CORPORATE SERVICES") required by the
         Second Issuer including, without limitation, the following:

         (a)   procuring the preparation and keeping of the accounts of the
               Second Issuer by Halifax and such books and records as are
               required by any applicable law or otherwise to be kept by the
               Second Issuer for the proper conduct of the affairs of the Second
               Issuer. For the avoidance of doubt the Second Issuer Corporate
               Services Provider shall not be responsible for (i) maintaining
               the accounting records or (ii) drawing up draft accounts in
               preparation for the annual audit of the Second Issuer;

         (b)   providing all necessary staff and facilities for the Second
               Issuer, including the provision of registered office
               accommodation for the Second Issuer (which shall as at the date
               of this Agreement be at Blackwell House, Guildhall Yard, London
               EC2V 5AE);


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                                       5


         (c)   the maintenance and safe-keeping of the register of shareholders
               and corporate records in accordance with the Articles of
               Association and the Companies Act 1985, issuing share
               certificates, and effecting share transfers and filing (insofar
               as the relevant board of directors have duly approved, signed and
               delivered the same and monies in respect of applicable fees are
               made available to the company secretary) any applicable statutory
               returns and tax filings in England and Wales;

         (d)   the convening of the annual shareholders' meeting and the annual
               meeting of the directors' of the Second Issuer providing
               facilities for holding the said meetings and preparing and
               keeping minutes of the said meetings;

         (e)   accepting services of process and any other documents or notices
               to be served on the Second Issuer and prompt notification to the
               Second Issuer of any legal proceedings initiated of which the
               company secretary becomes aware;

         (f)   as and when requested by a director of the Second Issuer, the
               company secretary of the Second Issuer or the auditors of the
               Second Issuer, deliver to such person such information in
               connection with the Second Issuer as may be in the possession of
               the Second Issuer Corporate Services Provider or as may be
               reasonably obtainable by it;

         (g)   as and when requested under the terms of any agreements to which
               the Second Issuer is party, the delivery to any person entitled
               to it under such terms of such information or documents which is
               (i) provided for under such agreements, and (ii) in the
               possession of the Second Issuer Corporate Services Provider or is
               reasonably obtainable by it;

         (h)   the response to company correspondence and the communication
               thereof with directors and shareholders as necessary;

         (i)   at the request of the relevant board of directors, prepare and
               forward to the shareholders of such Second Issuer all statements
               and notices which the board of directors is required to issue,
               send or serve in accordance with the Articles of Association;

         (j)   give, at the request of the board of directors, any directions
               and information to any providers or services (such as auditors,
               accountants, financial or management advisers or attorneys) or
               other agents appointed by the board of directors pursuant to the
               Articles of Association; and

         (k)   use of its best efforts to cause the Second Issuer (to the extent
               that the Second Issuer has sufficient funds and other resources
               and is otherwise able to do so) to comply with its obligations
               under any agreement by which the Second Issuer is bound and under
               all relevant laws.

5.       ADDITIONAL SERVICES

         The Second Issuer Corporate Services Provider may agree with the Note
         Trustee and/or the Security Trustee to provide certain other
         supplementary services which the Second Issuer, the Note Trustee and/or
         the Security Trustee may from time to time request the Second Issuer
         Corporate Services Provider to carry out, or that the Corporate Service
         Provider deems necessary as being ancillary to the statutory duties of
         the Directors nominated by the Second Issuer Corporate Services
         Provider ("ADDITIONAL SERVICES").


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                                       6


6.       CONFIDENTIALITY

         The Second Issuer Corporate Services Provider shall not, and hereby
         undertakes to procure that each person nominated or deemed to be
         nominated as director or company secretary of the Second Issuer by it
         pursuant to CLAUSE 2 (Nomination of Directors Prior to Service of a
         Second Issuer Note Acceleration Notice) and any agent nominated by it
         pursuant to this Agreement shall not, and that Holdings shall not at
         any time disclose to any person, firm or company whatsoever, and shall
         treat as confidential, any information relating to the business,
         finances or other matters of Halifax, or the Second Issuer, which such
         person may have obtained as a result of (in the case of the Second
         Issuer Corporate Services Provider) its role under this Agreement or as
         employer or principal to any such director, shareholder or agent and
         (in the case of any such director, shareholder or agent) his or its
         position as director, shareholder or agent of the Second Issuer, or
         otherwise have become possessed, and the Second Issuer Corporate
         Services Provider shall use its best endeavours to prevent any such
         disclosure, provided however that the provisions of this CLAUSE 6 shall
         not apply:

         (a)   to the disclosure of any information already known to the
               recipient otherwise than as a result of a breach of this
               CLAUSE 6;

         (b)   to the disclosure of any information which is or becomes public
               knowledge otherwise than as a result of such disclosure being
               made in breach of this CLAUSE 6, or as a result of the
               unauthorised or improper conduct of the recipient;

         (c)   to the extent that disclosure is required pursuant to any law or
               order of any court or pursuant to any direction, request or
               requirement (whether or not having the force of law) of any
               central bank or any governmental or other regulatory or taxation
               authority (including, without limitation, any official bank
               examiners or regulators or the Financial Services Authority in
               its capacity as the UK Listing Authority);

         (d)   to the disclosure of any information to professional advisers to,
               or agents of, the Second Issuer Corporate Services Provider,
               Halifax or any of the Rating Agencies who receive the same under
               a duty of confidentiality;

         (e)   to the disclosure of any information with the consent of all the
               parties hereto or to the Note Trustee;

         (f)   to the disclosure of any information in respect of the Second
               Issuer to the Security Trustee; and

         (g)   to disclosure on behalf of the Second Issuer of any information
               required by the terms of any Transaction Documents to which the
               Second Issuer is now or becomes a party, to the persons to whom
               such disclosure is required by the terms of the relevant
               Transaction Document,

         and the Second Issuer Corporate Services Provider hereby agrees to
         indemnify and hold harmless Halifax, the Security Trustee and the
         Second Issuer on an after tax basis for all losses, damages, expenses,
         costs, claims and charges arising from or caused by any disclosure of
         information by any of the Second Issuer Corporate Services Provider or
         any agent appointed by it or any director nominated or deemed to be
         nominated by it or any agent appointed by it, which disclosure is made
         contrary to the provisions of this CLAUSE 6.


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                                       7


         Upon termination of this Agreement pursuant to CLAUSE 12 (Termination),
         Holdings, the Second Issuer Corporate Services Provider, any of its
         agents and each person nominated or deemed nominated by the Second
         Issuer Corporate Services Provider as Director of the Second Issuer
         (regardless of whether or not such a person shall still be in office)
         shall forthwith deliver (and in the meantime hold on trust for, and to
         the order of Halifax) to Halifax, or as Halifax shall direct, the
         information described in this CLAUSE 6 in their possession or under
         their control howsoever held.

7.       REMUNERATION, COSTS AND EXPENSES

         Until termination of this Agreement pursuant to CLAUSE 12
         (Termination), the Second Issuer Corporate Services Provider shall be
         entitled to remuneration under this Agreement in accordance with a fee
         letter of even date hereof (the "SECOND ISSUER CORPORATE SERVICES FEE
         LETTER").

         The remuneration payable pursuant to this CLAUSE 7 shall be borne by
         the Second Issuer and payable in accordance with the terms of the
         Second Issuer Corporate Services Fee Letter.

         The Second Issuer, the Note Trustee and the Security Trustee agree that
         the Second Issuer Corporate Services Provider is not required to
         advance, expend or use its own funds or otherwise incur any liability
         on its own account in the provision of the Corporate Services or the
         Additional Services.

         Subject to the timely receipt of funds from Funding 1, the Second
         Issuer Corporate Services Provider undertakes, if requested, to pay in
         a timely manner, on behalf of the Second Issuer, all operational costs
         incurred by the Second Issuer in relation to this Agreement.

         Such operational costs shall include legal and auditor's fees, telex,
         stationery, facsimile and telephone costs and other fees or expenses
         payable to administer the Second Issuer and to maintain that the Second
         Issuer is in existence and duly registered.

8.       ENGAGEMENT OF THIRD PARTIES

         The Second Issuer Corporate Services Provider may appoint agents to
         perform any of the duties to be performed by the Second Issuer
         Corporate Services Provider, provided that the Second Issuer Corporate
         Services Provider remains liable for the performance of any duties by
         any agent as if such duty had been performed by the Second Issuer
         Corporate Services Provider itself.

         The Second Issuer Corporate Services Provider shall not be liable for
         any loss to the Second Issuer arising from the negligence, fraud or
         wilful misconduct of any delegate appointed pursuant to this CLAUSE 8
         in the event that the Second Issuer has given its written consent to
         such appointment, except to the extent such loss is caused by the gross
         negligence, wilful default, dishonesty or fraud of the Second Issuer
         Corporate Services Provider.

9.       COVENANT BY HOLDINGS

         Holdings hereby covenants with the Security Trustee that it shall not
         sell, charge, exchange, transfer or otherwise deal in the shares which
         it holds in the Second Issuer at any time prior to the Final Redemption
         relating to the Second Issuer without the prior written consent of the
         Security Trustee.

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                                       8



 10.     UNDERTAKINGS BY THE SECOND ISSUER

         The Second Issuer hereby undertakes to:

         (a)   hold all of its board meetings in the UK;

         (b)   ensure all of its directors are and will remain residents in the
               UK for UK tax purposes;

         (c)   ensure that the Second Issuer is centrally managed and controlled
               in the UK for UK tax purposes; and

         (d)   apply an authorised accruals method of accounting in its
               statutory accounts for the purposes of Section 156(4) of the
               Finance Act 1994 and Sections 83(1), 83(2) and 83(4) of the
               Finance Act 2003.

 11.     INDEMNITY

         The Second Issuer shall, on written demand of the Second Issuer
         Corporate Services Provider, indemnify and hold harmless the Second
         Issuer Corporate Services Provider and any officer provided by the
         Second Issuer Corporate Services Provider and any of the directors,
         officers, employees and agents of the Second Issuer Corporate Services
         Provider at the time of such demand, against any liabilities, actions,
         proceedings, claims or demands whatsoever which it or any of them may
         incur or be subject to in direct consequence of this Agreement or as a
         direct result of the performance of the functions and obligations
         provided for under this Agreement except as a result of:

         (i)   a breach by the Second Issuer Corporate Services Provider of this
               Agreement; or

         (ii)  the gross negligence, wilful default, dishonesty or fraud of the
               Second Issuer Corporate Services Provider, any officer which is
               provided by the Second Issuer Corporate Services Provider or any
               of the directors, officers, employees or agents of the Second
               Issuer Corporate Services Provider, as the case may be.

         This indemnity shall expressly inure to the benefit of any director,
         officer, employee or agent existing or future of the Second Issuer
         Corporate Services Provider. The termination of this Agreement shall
         not affect the rights and obligations of the parties arising under this
         CLAUSE 11 prior to such termination.

 12.     TERMINATION

         (a)   In respect of rights and obligations relating to the Second
               Issuer under this Agreement, such rights and obligations shall
               terminate automatically on the date falling 90 days after all
               Second Issuer Secured Obligations are discharged in full.

         (b)   This Agreement shall terminate automatically on the date falling
               90 days after the termination of the Mortgages Trust Deed.

         (c)   Notwithstanding CLAUSES 12(a) and 12(b), the Second Issuer may
               terminate the appointment of its directors or any of them at any
               time in accordance with the provisions set down in its Articles
               of Association.


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                                       9


         (d)   The Second Issuer Corporate Services Provider may terminate this
               Agreement by not less than 90 days prior written notice to each
               of the parties to this Agreement. Such termination shall take
               effect on the date of expiry of the notice or such longer period
               as the parties may agree.

 13.     NON-ASSIGNMENT

         The rights and obligations of the parties hereto are personal and, save
         in the case of the Second Issuer in accordance with the Second Issuer
         Deed of Charge, shall not be capable of assignment, except with the
         consent of the Security Trustee.

 14.     PERMITTED ENFORCEMENT

         Save as permitted by the Second Issuer Deed of Charge, each of Halifax
         and the Second Issuer Corporate Services Provider agree with the Second
         Issuer that it shall not take any steps for the purpose of recovering
         any sum under or in connection with this Agreement and shall not in any
         event take any steps to procure the winding-up, administration or
         liquidation of the Second Issuer on any account whatsoever.

 15.     THE SECURITY TRUSTEE

         The Security Trustee has agreed to become a party to this Agreement for
         the better preservation and enforcement of its rights under this
         Agreement but shall have no obligation or liability whatsoever to the
         Second Issuer Corporate Services Provider or the Second Issuer under or
         arising from or by virtue of the Security Trustee joining as a party to
         this Agreement.

 16.     NOTICES

         Any notices to be given pursuant to this Agreement to any of the
         parties hereto shall be sufficiently served if sent by prepaid first
         class post or facsimile transmission and shall be deemed to be given
         (in the case of facsimile transmission) when despatched or (in the case
         of first class post) when it would be received in the ordinary course
         of the post and shall be sent:

         (a)   in the case of Halifax to: Trinity Road, Halifax, West Yorkshire
               HX1 2RG, facsimile number: +44 (01422) 391777, for the attention
               of the Mortgage Securitisation Manager;

         (b)   in the case of the Second Issuer and Holdings to: Blackwell
               House, Guildhall Yard, London EC2V 5AE, facsimile number: +44
               (020) 7556 0975, for the attention of the Secretary;

         (c)   in the case of the Second Issuer Corporate Services Provider to:
               Blackwell House, Guildhall Yard, London EC2V 5AE, facsimile
               number: +44 (020) 7556 0975, for the attention of the Directors;

         (d)   in the case of the Security Trustee or the Note Trustee to: 1
               Federal Street, 3rd Floor, Boston, Massachusetts 02110,
               (facsimile number + 1 (617) 603 6638) for the attention of
               Corporate Trust Services,

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                                       10



         or to such other address or facsimile number or for the attention of
         such other person or entity as may from time to time be notified by any
         party to the others by written notice in accordance with the provisions
         of this CLAUSE 16.

 17.     AMENDMENTS

         Subject to Clause 25 of the Funding 1 Deed of Charge (Supplemental
         Provisions Regarding the Security Trustee), any amendments to this
         Agreement will be made only with the prior written consent of each
         party to this Agreement.

 18.     INVALIDITY

         The invalidity or enforceability of any part of this Agreement shall
         not prejudice or affect the validity or enforceability of the
         remainder.

 19.     NON-EXCLUSIVE APPOINTMENT

         The Second Issuer Corporate Services Provider shall be entitled to
         provide services of a like nature to those to be provided by the Second
         Issuer Corporate Services Provider under this Agreement to any other
         person. The Second Issuer Corporate Services Provider shall not be
         deemed to be affected with notice of or to be under any duty to
         disclose to the Second Issuer any fact or matter which may come to the
         notice of the Second Issuer Corporate Services Provider or any employee
         in the course of the Second Issuer Corporate Services Provider
         rendering similar services to other persons in the course of business
         in any other capacity or in any manner whatsoever otherwise than in the
         course of carrying out its duties hereunder.

 20.     CONTRACTS (RIGHTS OF THIRD PARTIES) ACT, 1999

         Except as otherwise provided in CLAUSE 13 (Non-Assignment), a person
         who is not a party to this Agreement has no rights under the Contracts
         (Rights of Third Parties) Act 1999 to enforce any term of this
         Agreement.

 21.     COUNTERPARTS

         (a)   This Agreement may be executed in any number of counterparts
               (manually or by facsimile), and by the parties on separate
               counterparts, but shall not be effective until each party has
               executed at least one counterpart.

         (b)   Each counterpart shall constitute an original, but all the
               counterparts shall together constitute but one and the same
               instrument.

 22.     DELEGATION

         The Second Issuer Corporate Services Provider shall have the power to
         delegate its rights and duties in respect of its appointment as the
         secretary of the Second Issuer to such person as the Second Issuer and
         the Security Trustee may approve, notwithstanding which the Second
         Issuer Corporate Services Provider shall remain liable hereunder for
         any act or omission of any such delegate if such act or omission were
         its own.

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                                       11



 23.     GOVERNING LAW

         This Agreement is governed by, and shall be construed in accordance
         with, the laws of England.

 24.     SUBMISSION TO JURISDICTION

         Each party to this Agreement hereby irrevocably submits to the
         non-exclusive jurisdiction of the English courts in any action or
         proceeding arising out of or relating to this Agreement, and hereby
         irrevocably agrees that all claims in respect of such action or
         proceeding may be heard and determined by such courts. Each party to
         this Agreement hereby irrevocably waives, to the fullest extent it may
         possibly do so, any defence or claim that the English courts are an
         inconvenient forum for the maintenance or hearing of such action or
         proceeding.

IN WITNESS WHEREOF the parties hereto have executed this Agreement on the date
first mentioned above.


<PAGE>
                                       12



                                   SIGNATORIES



SIGNED by                                             )
for and on behalf of                                  )
STRUCTURED FINANCE MANAGEMENT LIMITED                 )
                                                      )


SIGNED by                                             )
for and on behalf of                                  )
PERMANENT HOLDINGS LIMITED                            )


SIGNED by                                             )
for and on behalf of                                  )
PERMANENT FINANCING (NO. 2) PLC                       )


SIGNED by                                             )
for and on behalf of                                  )
HALIFAX PLC                                           )


SIGNED by                                             )
for and on behalf                                     )
U.S. BANK NATIONAL ASSOCIATION                        )




<PAGE>


                             DATED [6TH MARCH], 2003





                      STRUCTURED FINANCE MANAGEMENT LIMITED


                                       and


                           PERMANENT HOLDINGS LIMITED


                                       and


                         PERMANENT FINANCING (NO. 2) PLC


                                       and


                                   HALIFAX plc


                                       and


                         U.S. BANK NATIONAL ASSOCIATION





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

                   SECOND ISSUER CORPORATE SERVICES AGREEMENT

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





                                  ALLEN & OVERY
                                     London
                                  ICM:641689.4



<PAGE>

                                    CONTENTS


<TABLE>
<CAPTION>
CLAUSE                                                                                                     PAGE
------                                                                                                     ----
<C>      <S>                                                                                               <C>
1.       Definitions and Interpretation.......................................................................1
2.       Nomination of Directors Prior to Service of a Second Issuer Note Acceleration Notice.................2
3.       Nomination of Directors After Service of a Second Issuer Note Acceleration Notice....................3
4.       Provision of Corporate Administrative Services.......................................................4
5.       Additional Services..................................................................................5
6.       Confidentiality......................................................................................6
7.       Remuneration, Costs and Expenses.....................................................................7
8.       Engagement of Third Parties..........................................................................7
9.       Covenant by Holdings.................................................................................7
10.      Undertakings by the Second Issuer....................................................................8
11.      Indemnity............................................................................................8
12.      Termination..........................................................................................8
13.      Non-Assignment.......................................................................................9
14.      Permitted Enforcement................................................................................9
15.      The Security Trustee.................................................................................9
16.      Notices..............................................................................................9
17.      Amendments..........................................................................................10
18.      Invalidity..........................................................................................10
19.      Non-Exclusive Appointment...........................................................................10
20.      Contracts (Rights of Third Parties) Act, 1999.......................................................10
21.      Counterparts........................................................................................10
22.      Delegation..........................................................................................10
23.      Governing Law.......................................................................................11
24.      Submission to Jurisdiction..........................................................................11

SIGNATORIES..................................................................................................12
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