<PAGE>
Draft: 25/02/03                                                   Exhibit 10.2.1

                                   FORM OF SERIES [1/2/4] CLASS [A/B/C] SCHEDULE

                                    SCHEDULE
                                     TO THE
                                MASTER AGREEMENT

                                dated as of [o]


between

(1)   [o] ("PARTY A");

(2)   PERMANENT FINANCING (NO. 2) PLC ("PARTY B"); and

(3)   STATE STREET BANK AND TRUST COMPANY (the "SECURITY TRUSTEE", which
      expression shall include its successors and assigns and which has agreed
      to become a party to this Agreement solely for the purpose of taking the
      benefit of Parts 5(b) and (l) and assuming the obligations under the final
      paragraph of Part 5(f) of the Schedule to this Agreement).

Part 1. TERMINATION PROVISIONS

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

      Section 5(a)(v), none

      Section 5(a)(vi), none

      Section 5(a)(vii), none

      Section 5(b)(iv), none

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

      Section 5(a)(v), none

      Section 5(a)(vi), none

      Section 5(a)(vii), none

      Section 5(b)(iv), none

(b)   "SPECIFIED TRANSACTION" will have the meaning specified in Section 14.

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


                                       19
<PAGE>

(d)   The "CREDIT EVENT UPON MERGER" provisions of Section 5(b)(iv) will not
      apply to Party A and will not apply to Party B.

(e)   The "AUTOMATIC EARLY TERMINATION" provision of Section 6(a) will not apply
      to Party A and will not apply to Party B.

(f)   PAYMENTS ON EARLY TERMINATION. For the purposes of Section 6(e) of this
      Agreement:-

      (i)   Market Quotation will apply.

      (ii)  The Second Method will apply.

(g)   "TERMINATION CURRENCY" means Sterling.


                                       20
<PAGE>

Part 2. TAX REPRESENTATIONS

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

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

(b)   PAYEE REPRESENTATIONS. For the purposes of Section 3(f) of the Agreement,
      Party A makes the representation specified below (the "ADDITIONAL TAX
      REPRESENTATION"):

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

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

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



                                       21
<PAGE>

Part 3.  AGREEMENT TO DELIVER DOCUMENTS

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

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

<TABLE>
<CAPTION>

      PARTY REQUIRED TO         FORM/DOCUMENT/         DATE BY WHICH TO BE DELIVERED
      DELIVER DOCUMENT          CERTIFICATE

<S>                             <C>                    <C>
                                None

</TABLE>

(b)   Other documents to be delivered are:

<TABLE>
<CAPTION>
      PARTY REQUIRED                                                          COVERED BY
      TO DELIVER         FORM/DOCUMENT/                 DATE BY WHICH         SECTION 3(D)
      DOCUMENT           CERTIFICATE                    TO BE DELIVERED       REPRESENTATION
<S>                     <C>                            <C>                   <C>
      Party A and        Appropriate                    On signing of         Yes
      Party B            evidence of                    this Agreement
                         its signatory's
                         authority

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




      Party A            Legal opinion[(s)]             On signing of         No
                         in form and substance          this Agreement
                         satisfactory to Party B


      Party B            Legal opinion from Allen &     On signing of         No
                         Overy                          this Agreement


      [Party A           The Credit Support             On signing of         Yes]1
                         Document in respect of Party   this Agreement
                         A
</TABLE>

------------------------------
1 AIG only


                                       22
<PAGE>

Part 4.  MISCELLANEOUS

(a)   ADDRESSES FOR NOTICES.

      Address for notices or communications to Party A:

      Address:       [o]

      Attention:     [o]

      Facsimile No.: [o]


      Address for notices or communications to Party B:

      Address:       Blackwell House
                     Guildhall Yard
                     London
                     EC2V 5AE

      Attention:     The Secretary

      Facsimile No.: 020 7566 0975

      With a copy to: (i) HBOS Treasury Services plc:

      Address:       33 Old Broad Street
                     London
                     EC2N 1HZ

      Attention:     Head of Capital Markets and Securitisation

      Facsimile No.: 020 7574 8784

                     (ii) the Security Trustee:

      Address:       1 Canada Square
                     Canary Wharf
                     London
                     E14 5AF

      Attention:     Corporate Trust

      Facsimile No.: 020 7416 2548

(b)   PROCESS AGENT. For the purpose of Section 13(c) of this Agreement:

      Party A appoints as its Process Agent: [o]2/None



------------------------------
2 For CDC/JPMorgan

                                       23
<PAGE>

      Party B appoints as its Process Agent: None.

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

(d)   MULTIBRANCH PARTY. For the purpose of Section 10(c) of this Agreement:

      Party A is not a Multibranch Party.

      Party B is not a Multibranch Party.

(e)   CALCULATION AGENT. The Calculation Agent is Party A.

(f)   CREDIT SUPPORT DOCUMENT. Details of any Credit Support Document:

      In respect of Party A: None.

      In respect of Party B: None.

(g)   CREDIT SUPPORT PROVIDER. Credit Support Provider means in relation to
      Party A, none/[o]3.

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

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

(i)   NETTING OF PAYMENTS. Subparagraph (ii) of Section 2(c) of this Agreement
      will apply to Transactions entered into under this Agreement unless
      otherwise specified in a Confirmation.

(j)   "AFFILIATE" will have the meaning specified in Section 14 of this
      Agreement.


------------------------------
3 AIG only


                                       24
<PAGE>

Part 5.  OTHER PROVISIONS

(a)   NO SET-OFF

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

(ii)  Section 6(e) shall be amended by the deletion of the following sentence:

      "The amount, if any, payable in respect of an Early Termination Date and
      determined pursuant to this Section will be subject to any Set-off."

(b)   SECURITY INTEREST

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

(c)   DISAPPLICATION OF CERTAIN EVENTS OF DEFAULT

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

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

(d)   DISAPPLICATION OF CERTAIN TERMINATION EVENTS

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

(e)   ADDITIONAL EVENT OF DEFAULT

The following shall constitute an additional Event of Default with respect to
Party B:

"ISSUER NOTE ACCELERATION NOTICE. The Security Trustee serves an Issuer Note
Acceleration Notice, as defined in Condition 9 of the Series [1/2/4] Class
[A/B/C] Second Issuer Notes, on Party B (which shall be the Defaulting Party)."

(f)   RATINGS EVENT

(i)   In the event that the long-term, unsecured and unsubordinated debt
      obligations of Party A (or its successor) [or any credit support provider
      from time to time in respect of Party A / the Credit Support Provider of
      Party A (or its successor)]4 cease to be rated at least as high as ["AA-"]
      by Standard & Poor's Rating Services, a division of The McGraw-Hill
      Companies Inc. ("S&P") and, as a result of such downgrading, the then
      current



------------------------------
4 Option 2 for AIG only


                                       25
<PAGE>


      rating of the Series [1/2/4] Class [A/B/C] Second Issuer Notes is
      downgraded or placed under review for possible downgrade by S&P (an "S&P
      RATING EVENT"), then Party A will, within 30 days of the occurrence of
      such Ratings Event at its own cost either:

      (A)   put in place an appropriate mark-to-market collateral agreement,
            (which may be based on the credit support documentation published by
            ISDA, or otherwise, and relates to collateral in the form of cash or
            securities or both) in support of Party A's obligations under this
            Agreement on terms satisfactory to the Security Trustee (whose
            consent shall be given if S&P confirms that the provision of such
            collateral would maintain the ratings of the Series [1/2/4] Class
            [A/B/C] Second Issuer Notes or restore the rating of the Series
            [1/2/4] Class [A/B/C] Second Issuer Notes by S&P to the level it
            would have been at immediately prior to such S&P Rating Event)
            provided that (x) Party A shall be deemed to have satisfied the
            requirements of S&P if the amount of collateral agreed to be
            provided in the form of cash and/or securities (the "COLLATERAL
            AMOUNT") is determined on a basis which is no more onerous than the
            criteria of S&P as at 30th September, 1999 which enables entities
            rated lower than a specified level to participate in structured
            finance transactions which, through collateralisation are rated at a
            higher level (as referred to, in part, in the article entitled New
            Interest Rate Currency Swap Criteria Broadens Allowable
            Counterparties in the January 1999 issue of S&P's Structured Finance
            Publication) (the "S&P CRITERIA") and (y) the Collateral Amount
            shall not be required to exceed such amount as would be required (in
            accordance with the S&P Criteria) to maintain or restore the rating
            of the Series [1/2/4] Class [A/B/C] Second Issuer Notes at or to the
            level they would have been at immediately prior to such S&P Rating
            Event;

      (B)   transfer all of its rights and obligations with respect of this
            Agreement to a replacement third party satisfactory to the Security
            Trustee (whose consent shall be given if S&P confirms that such
            transfer would maintain the ratings of the Series [1/2/4] Class
            [A/B/C] Second Issuer Notes by S&P at, or restore the rating of the
            Series [1/2/4] Class [A/B/C] Second Issuer Notes by S&P to, the
            level it would have been at immediately prior to such S&P Rating
            Event);

      (C)   obtain a guarantee of its rights and obligations with respect to
            this Agreement from a third party satisfactory to the Security
            Trustee (whose consent shall be given if S&P confirms that such
            guarantee would maintain the rating of the Series [1/2/4] Class
            [A/B/C] Second Issuer Notes at, or restore the rating of the Series
            [1/2/4] Class [A/B/C] Second Issuer Notes to, the level it would
            have been at immediately prior to such S&P Rating Event); or

      (D)   take such other action as Party A may agree with S&P as will result
            in the rating of the Series [1/2/4] Class [A/B/C] Second Issuer
            Notes following the taking of such action being maintained at, or
            restored to, the level it would have been at immediately prior to
            such S&P Rating Event.

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

(ii)  In the event that:


                                       26
<PAGE>

      (A)   the long-term, unsecured and unsubordinated debt obligations of
            Party A (or its successor) [or any credit support provider in
            respect of Party A / the Credit Support Provider of Party A (or its
            successor)]5, ceases to be rated at least as high as ["A1"] (or its
            equivalent) by Moody's; or

      (B)   [the short-term, unsecured and unsubordinated debt obligations of
            Party A (or its successor) or any credit support provider in respect
            of Party A cease to be rated at least as high as ["Prime-1"] (or its
            equivalent) by Moody's,]6

      (such cessation being an "INITIAL MOODY'S RATING EVENT"), then Party A
      will, within 30 days of the occurrence of such Initial Moody's Rating
      Event, at its own cost either:

      (1)   transfer all of its rights and obligations with respect to this
            Agreement to either (x) a replacement third party with the Required
            Ratings (as defined below) domiciled in the same legal jurisdiction
            as Party A or Party B, or (y) a replacement third party as agreed
            with Moody's;

      (2)   procure another person to become co-obligor in respect of the
            obligations of Party A under this Agreement, such co-obligor may be
            either (x) a person with the Required Ratings (as defined below)
            domiciled in the same legal jurisdiction as Party A or Party B, or
            (y) such other person as agreed with Moody's;

      (3)   take such other action as agreed with Moody's; or[/and

      (4)   pending compliance with (ii)(1), (ii)(2) or (ii)(3),]7 put in place
            a mark-to-market collateral agreement in a form and substance
            acceptable to Moody's (which may be based on the credit support
            documentation published by ISDA, or otherwise, and relates to
            collateral in the form of cash or securities or both) in support of
            its obligations under this Agreement which complies with the Moody's
            Criteria (as defined below) or such other amount as may be agreed
            with Moody's.

      If any of (ii)(1), (ii)(2) or (ii)(3) above are satisfied at any time, all
      collateral (or the equivalent thereof, as appropriate) transferred by
      Party A pursuant to (ii)(4) will be transferred to Party A and Party A
      will not be required to transfer any additional collateral.

(iii) In the event that:

      (A)   the long-term, unsecured and unsubordinated debt obligations of
            Party A (or its successor) [or any credit support provider in
            respect of Party A / the Credit Support Provider of Party A (or its
            successor)]8 cease to be rated as high as ["A3/Baa2"]9 (or its
            equivalent) by Moody's; or



-----------------------------
5 Option 2 for AIG only
6 Delete if Party A is AIG
7 Delete if use "best efforts" in (f)(iii)(1) and (f)(v)(C) below
8 Option 2 for AIG only
9 Use A3 if use "reasonable efforts" and Baa2 if use "best efforts" in
  (f)(iii)(1) and (f)(v)(C) below


                                       27
<PAGE>

      (B)   [the short-term, unsecured and unsubordinated debt obligations of
            Party A (or its successor) or any credit support provider in respect
            of Party A cease to be rated as high as ["Prime-2"] (or its
            equivalent) by Moody's,]10

      (such cessation being a "SUBSEQUENT MOODY'S RATING EVENT"), then Party A
      will:

      (1)   within 30 days of the occurrence of such Subsequent Moody's Rating
            Event on a [reasonable/best] efforts basis, and at its own cost,
            attempt either to:

            (aa)  transfer all of its rights and obligations with respect to
                  this Agreement to either (x) a replacement third party with
                  the Required Ratings (as defined below) domiciled in the same
                  legal jurisdiction as Party A or Party B, or (y) a replacement
                  third party as agreed with Moody's;

            (bb)  procure another person to become co-obligor in respect of the
                  obligations of Party A under this Agreement, such co-obligor
                  may be either (x) a person with the Required Ratings (as
                  defined below) domiciled in the same legal jurisdiction as
                  Party A or Party B, or (y) such other person as agreed with
                  Moody's; or

            (cc)  take such other action agreed with Moody's; and

      (2)   within 10 days of the occurrence of such Subsequent Moody's Rating
            Event, put in place at its own cost pending compliance with
            (iii)(1)(aa), (iii)(1)(bb) or (iii)(1)(cc) above a mark-to-market
            collateral agreement in a form and substance acceptable to Moody's
            (which may be based on the credit support documentation published by
            ISDA, or otherwise, and relates to collateral in the form of cash or
            securities or both) in support of its obligations under this
            Agreement which complies with the Moody's Criteria (as defined
            below) or such other amount as may be agreed with Moody's.

      If any of (iii)(1)(aa), (bb) or (cc) are satisfied at any time, all
      collateral (or the equivalent thereof, as appropriate) transferred by
      Party A pursuant to (iii)(2) will be transferred to Party A and Party A
      will not be required to transfer any additional collateral.

For the purposes of (ii) and (iii), "REQUIRED RATINGS" means, in respect of the
relevant entity, [its short-term, unsecured and unsubordinated debt obligations
are rated at least as high as "Prime-1" and]11 its long-term, unsecured and
unsubordinated debt obligations are rated at least as high as "A2", or such
other ratings as may be agreed with Moody's from time to time.

"MOODY'S CRITERIA" means that the Collateral Amount shall equal the sum of (a)
the product of A multiplied by the mark-to-market value of the outstanding
Transactions as determined by Party A in good faith on each Local Business Day
and (b) the product of B multiplied by the current aggregate notional amounts of
the outstanding Transactions, where:

(w)   "A" means [102%] and "B" means [0%] if the long-term, unsecured and
      unsubordinated debt obligations [or the short-term, unsecured and
      unsubordinated debt obligations]12 of Party A (or its successor) [or any
      credit support provider of Party A /



-----------------------------
10 Delete if Party A is AIG
11 Delete if Party A is AIG
12 Delete if Party A is AIG


                                       28
<PAGE>

      Party A's Credit Support Provider (or its successor)]13, is downgraded
      below ["A1"] [or ["Prime-1"]]14 by Moody's;

(x)   "A" means [102%] and "B" means [2.0%] if the long-term, unsecured and
      unsubordinated debt obligations of Party A (or its successor) [or any
      credit support provider of Party A / Party A's Credit Support Provider (or
      its successor)]15 is downgraded below ["A2"] by Moody's;

(y)   "A" shall be equal to or greater than [102%] [(as determined by
      Moody's)]16 and "B" shall be equal to or greater than [3%/5% (as
      determined by Moody's)]17 if the long-term unsecured and unsubordinated
      debt obligations [or the short term, unsecured and unsubordinated debt
      obligations]18 of Party A (or its successor) [or any credit support
      provider of Party A / Party A's Credit Support Provider (or its
      successor)]19, is downgraded below ["Baa2"] [or ["Prime-2"]]20 by Moody's;
      and

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

      In relation to paragraphs (ii)(4) and (iii)(2) above, Party A will, upon
      receipt of reasonable notice from Moody's demonstrate to Moody's the
      calculation by Party A of the mark-to-market value of the outstanding
      Transactions. In relation to paragraph (iii)(2) above, Party A will, at
      its own cost, on receipt of reasonable notice from Moody's (which, for the
      avoidance of doubt, will be no less than 30 days) arrange a third party
      valuation of the mark-to-market value of the outstanding Transactions.

(iv)  In the event that the long-term, unsecured and unsubordinated debt
      obligations of Party A (or its successor) [or any credit support provider
      from time to time in respect of Party A / the Credit Support Provider of
      Party A (or its successor)]21 cease to be rated at least as high as F1+
      (or its equivalent) by Fitch Ratings Ltd ("Fitch") and as a result of such
      downgrading, the then current rating of the Series [1/2/4] Class [A/B/C]
      Second Issuer Notes is downgraded or placed under review for possible
      downgrade by Fitch (a "Fitch Rating Event") then Party A will, on a
      reasonable efforts basis within 30 days of the occurrence of such Fitch
      Rating Event, at its own cost, either:

      (A)   put in place an appropriate mark-to-market collateral agreement,
            (which may be based on the credit support documentation published by
            ISDA, or otherwise, and relates to collateral in the form of cash or
            securities or both to be posted on a weekly basis) in support of
            Party A's obligations under this Agreement provided that (x) Party A
            shall be deemed to have satisfied the requirements of Fitch if the
            Collateral Amount is determined on a basis which is no more onerous
            than the Fitch Criteria (defined below), and (y) the Collateral
            Amount shall not be required to exceed such amount as would be
            required (in accordance with the Fitch Criteria) to maintain the
            rating of the Series [1/2/4] Class [A/B/C] Second Issuer Notes at
            the level at which they were immediately prior to such Fitch Rating
            Event;

----------------------------------
13 Option 2 for AIG only
14 Delete if Party A is AIG
15 Option 2 for AIG only
16 Moody's discretion to be deleted for Aaa issuer swap providers subject to
   footnote 17
17 Moody's discretion to be deleted for Aaa issuer swap providers, however "B"
   shall equal 5%
18 Delete if Party A is AIG
19 Option 2 for AIG only
20 Delete if Party A is AIG
21 Option 2 for AIG only


                                       29
<PAGE>

      (B)   transfer all of its rights and obligations with respect of this
            Agreement to a replacement third party satisfactory to the Security
            Trustee (whose consent shall be given if Fitch confirms that such
            transfer would maintain the ratings of the Series [1/2/4] Class
            [A/B/C] Second Issuer Notes by Fitch at, or restore the rating of
            the Series [1/2/4] Class [A/B/C] Second Issuer Notes by Fitch to,
            the level it would have been at immediately prior to such Fitch
            Rating Event);

      (C)   obtain a guarantee of its rights and obligations with respect to
            this Agreement from a third party satisfactory to the Security
            Trustee (whose consent shall be given if Fitch confirms that such
            guarantee would maintain the rating of the Series [1/2/4] Class
            [A/B/C] Second Issuer Notes at, or restore the rating of the Series
            [1/2/4] Class [A/B/C] Second Issuer Notes to, the level it would
            have been at immediately prior to such Fitch Rating Event); or

      (D)   take such other action as Party A may agree with Fitch as will
            result in the rating of the Series [1/2/4] Class [A/B/C] Second
            Issuer Notes following the taking of such action being maintained
            at, or restored to, the level it would have been at immediately
            prior to such Fitch Rating Event.

      "FITCH CRITERIA" means that the Collateral Amount shall equal the sum of
      (a) the product of A multiplied by the mark-to-market value of the
      outstanding Transactions as determined by Party A in good faith on a
      weekly basis and (b) the product of B multiplied by the current aggregate
      notional amounts of the outstanding Transactions, where "A" means [100]%
      and "B" means [o]%.

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

      (B)   If Party A does not take any of the measures described in (ii)(1),
            (2), (3) or (4) above, such failure shall not be or give rise to an
            Event of Default but shall constitute an Additional Termination
            Event with respect to Party A and shall be deemed to have occurred
            on the thirtieth day following the occurrence of such Initial
            Moody's Rating Event with Party A as the sole Affected Party and all
            Transactions as Affected Transactions.

      (C)   If Party A does not take the measures described in (iii)(2) above,
            such failure shall give rise to an Event of Default with respect to
            Party A and shall be deemed to have occurred on the thirtieth day
            following such Subsequent Moody's Rating Event with Party A as the
            Defaulting Party. Further, notwithstanding, Section 5(a)(ii) of this
            Agreement, if 10 days after receiving notice of failure to use its
            [reasonable/best] efforts either to transfer as described in
            (iii)(1)(aa), find a co-obligator as described in (iii)(1)(bb) or
            take such other action as described in (iii)(1)(cc), Party A still
            has not used [reasonable/best] efforts to take one of the above
            courses of action, this shall not constitute an Event of Default but
            shall be an Additional Termination Event with Party A as the sole
            Affected Party and all Transactions as Affected Transactions.

22   B will be determined according to the maturity of the relevant note. In
relation to the non-bullet notes, B will equal 3.5% (notes mature in over 15
years).
In relation to the bullet notes, the following values will apply:

<Table>
<S>                 <C>
                    Value for B
Series 1 Class A    0.75% (notes mature in under 5 years)
Series 2 Class A    0.75% (notes mature in under 5 years)
Series 4 Class A    1.25% (notes mature in over 5 years but under 10 years)
</Table>


                                       30
<PAGE>

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

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

Each of Party B and the Security Trustee shall use their reasonable endeavours
to co-operate with Party A in putting in place such credit support
documentation, including agreeing to such arrangements in such documentation as
may satisfy S&P, Moody's and / or Fitch, as applicable, with respect to the
operation and management of the collateral and entering into such documents as
may reasonably be requested by Party A in connection with the provision of such
collateral.

(g)   TRANSFER POLICY

Section 7 shall not apply to Party A, who shall be required to comply with, and
shall be bound by, the following:

Without prejudice to Section 6(b)(ii) as amended in the Schedule, Party A may
transfer all (but not part only) of its interests and obligations in and under
this Agreement to any of its Affiliates (a "Transferee") upon providing five
Business Days' prior written notice to the Note Trustees, provided that:

(i)   the Transferee is rated at least AA- by S&P, Aa3 by Moody's and F1+ by
      Fitch, or its performance under the Agreement and related Transactions
      will be guaranteed in full by Party A;

(ii)  the Ratings Agencies have confirmed that the transfer will not result in
      the then current rating of the Series [1/2/4] Class [A/B/C] Second Issuer
      Notes being downgraded;

(iii) the Transferee will not, as a result of such transfer, be required on the
      next succeeding Scheduled Payment Date to withhold or deduct on account of
      any Tax (except in respect of default interest) amounts in excess of that
      which Party A would, on the next succeeding Scheduled Payment Date have
      been required to so withhold or deduct unless the Transferee would be
      required to make additional payments pursuant to Section 2(d)(i)(4)
      corresponding to such excess;

(iv)  a Termination Event or Event of Default does not occur as a result of such
      transfer;

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

(vi)  the Transferee confirms in writing that it will accept all of the
      interests and obligations in and under this Agreement which are to be
      transferred to it in accordance with the terms of this provision.


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<PAGE>

With respect to (iii) above, each party agrees to make such Payee Tax
Representations and Payer Tax Representations as may reasonably be requested by
the other party in order to reasonably satisfy such other party that such
withholding or deduction will not occur."

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

(h)   ADDITIONAL REPRESENTATION

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

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

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

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

(i)   RECORDING OF CONVERSATIONS

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

(j)   RELATIONSHIP BETWEEN THE PARTIES

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

"15.  RELATIONSHIP BETWEEN THE PARTIES

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

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

(b)   ASSESSMENT AND UNDERSTANDING. It is capable of assessing the merits of and
      understanding (through independent professional advice), and understands
      and accepts, the terms, conditions and risks of that Transaction. It is
      also capable of assuming, and assumes, the financial and other risks of
      that Transaction.


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<PAGE>

(c)   STATUS OF PARTIES. The other party is not acting as a fiduciary or an
      adviser for it in respect of that Transaction."

(k)   TAX

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

"(d)  Deduction or Withholding for Tax

(i)   Requirement to Withhold

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

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

      (2)   will pay to the relevant authorities the full amount required to be
            deducted or withheld (including the full amount required to be
            deducted or withheld from any Gross Up Amount (as defined below)
            paid by the Deducting Party to Y under this Section 2(d)) promptly
            upon the earlier of determining that such deduction or withholding
            is required or receiving notice that such amount has been assessed
            against Y;

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

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

(ii)  Liability

      If:

      (1)   X is required by any applicable law, as modified by the practice of
            any relevant governmental revenue authority, to make any deduction
            or withholding for or on account of any Tax; and

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

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

      then, except to the extent that Y has satisfied or then satisfies the
      liability resulting from such Tax, (A) where X is Party B, Party A will
      promptly pay to Party B the amount of such liability (the "Liability
      Amount") (including any related liability for interest and together with
      an amount equal to the Tax payable by Party B on receipt of



                                       33
<PAGE>

      such amount but including any related liability for penalties only if
      Party A has failed to comply with or perform any agreement contained in
      Section 4(a)(i), 4(a)(iii) or 4(d)) and Party B will promptly pay to the
      relevant government revenue authority the amount of such liability
      (including any related liability for interest and penalties) and (B) where
      X is Party A and Party A would have been required to pay a Gross Up Amount
      to Party B, Party A will promptly pay to the relevant government revenue
      authority the amount of such liability (including any related liability
      for interest and penalties).

(iii) Tax Credit etc.

      Where Party A pays an amount in accordance with Section 2(d)(i)(4) above,
      Party B undertakes as follows:

      (1)   to the extent that Party B obtains any Tax credit, allowance,
            set-off or repayment from the tax authorities of any jurisdiction
            relating to any deduction or withholding giving rise to such payment
            (a "Tax Credit"), it shall pay to Party A as soon as practical after
            receipt of the same so much of the cash benefit (as calculated
            below) relating thereto which it has received as will leave Party B
            in substantially the same (but in any event no worse) position as
            Party B would have been in if no such deduction or withholding had
            been required;

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

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

      (4)   it will ensure that any Tax Credit obtained is paid directly to
            Party A, and not applied in whole or part to pay any other Issuer
            Secured Creditor or any other party, both prior to and subsequent to
            any enforcement of the security constituted by the Second Issuer
            Deed of Charge."

(l)   SECURITY, ENFORCEMENT AND LIMITED RECOURSE

(i)   Party A agrees with Party B and the Security Trustee to be bound by the
      terms of the Second Issuer Deed of Charge and, in particular, confirms
      that: (A) no sum shall be payable by or on behalf of Party B to it except
      in accordance with the provisions of the Second Issuer Deed of Charge; and
      (B) it will not take any steps for the winding up, dissolution or
      reorganisation or for the appointment of a receiver, administrator,
      administrative receiver, trustee, liquidator, sequestrator or similar
      officer of Party B or of any or all of its revenues and assets nor
      participate in any ex parte proceedings nor seek to enforce any judgment
      against Party B, subject to the provisions of the Second Issuer Deed of
      Charge.



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<PAGE>

(ii)  In relation to all sums due and payable by Party B to Party A, Party A
      agrees that it shall have recourse only to Second Issuer Available Funds,
      but always subject to the order of priority of payments set out in the
      Second Issuer Cash Management Agreement and the Second Issuer Deed of
      Charge.

(m)   CONDITION PRECEDENT

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

(n)   REPRESENTATIONS

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

(o)   ADDITIONAL DEFINITIONS

Words and expressions defined in the Amended and Restated Master Definitions and
Construction Schedule (the "MASTER SCHEDULE") and the Second Issuer Master
Definitions and Construction Schedule (the "ISSUER SCHEDULE") (together the
"MASTER DEFINITIONS SCHEDULE") signed for the purposes of identification on [o]
shall, except so far as the context otherwise requires, have the same meaning in
this Agreement. In the event of any inconsistency between the definitions in
this Agreement and in the Master Definitions Schedule the definitions in this
Agreement shall prevail. In the event of any inconsistency between the Master
Schedule and the Issuer Schedule, the Issuer Schedule shall prevail. The rules
of interpretation set out in the Master Definitions Schedule shall apply to this
Agreement.

(p)   CHANGE OF ACCOUNT

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

"; provided that such new account shall be in the same tax jurisdiction as the
original account and such new account, in the case of Party B, is held with a
financial institution with a short term unsecured, unsubordinated and
unguaranteed debt obligation rating of at least P-1 (in the case of Moody's),
A-1+ (in the case of S&P) and F1+ (in the case of Fitch)."

(q)   MODIFICATIONS TO CLOSE OUT PROVISIONS

Upon the occurrence of an Event of Default or an Additional Termination Event
with respect to Party A, Party B will be entitled (but not obliged in the event
that it does not designate an Early Termination Date) to proceed in accordance
with Section 6 of the Agreement subject to the following:

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

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


                                       35
<PAGE>

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

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

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

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

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

      (A)   Party B will undertake to use its reasonable efforts to obtain at
            least three firm quotations as soon as reasonably practicable after
            the Early Termination Date and in any event within the time period
            specified pursuant to Part 5(q)(iii)(C) below;

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

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

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

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


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