Exhibit 4.8

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CONTRACT OF EMPLOYMENT

|       |                         
|------ | ------------------------
|OF:    | PRISCILLA VACASSIN      
|       |                         
|TITLE: | HUMAN RESOURCES DIRECTOR
|       |                         
|DATED: | 6 MARCH 2003            
|       |                         

This Contract set out the terms on which Abbey
    National plc ("the Company" or "we" or "us")
employs you.

|1.  | Title and Duration of Employment                                                                                                                                                                                                                                                    
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                     
|1.1 | The Company will employ you,
        and you will work for us as Human Resources Director. We reserve the
        right at all times throughout your employment to amend your job title
        to take into account the changing needs of our business and your role
    within it.
|    |                                                                                                                                                                                                                                                                                     
|1.2 | Your employment
        as Human Resources Director will begin on 1st June 2003 and will continue
        (subject to earlier termination as provided in clause 11 below) until
    terminated either by you or by the Company, as follows:                                         
|    |                                                                                                                                                                                                                                                                                     
|    | 1.2.2                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                     
|    | 1.2.3                                                                                                                                                                                                                                                                               
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|1.3 | You have no continuous employment
    with the Company.                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                     
|1.4 | The Company's retirement
        age for both men and women is the first of the month following their
    65th Birthday. Unless your employment has terminated at an                                                                                                                



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|    | earlier date, your employment will terminate
    without any further notice on that date.                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|2.  | Duties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|2.1 | You will at all times during your employment
        (unless prevented by incapacity) devote your whole time and attention
        exclusively to the business of the Company (and any Associated Company
        in which you are or may from time to time be involved) and perform such
    duties as the Board shall from time to time require.                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|2.2 | You are responsible to the Board for the
        execution of agreed policies and for effective management of the Company
        towards the achievement of objectives agreed with the Board from time
    to time.                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|2.3 | Subject to the Companies
          Act 1985 (and any Statutory Instruments made thereunder) and the Memorandum
          and Articles of Association of the Company, you will be a member of
    the Board of Directors with effect from [start date] 2003.You
    will receive a separate letter confirming that appointment.                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|2.4 | You may also be appointed as a Director
        of any Associated Company on such terms particular to that appointment
        which are additional to and not in substitution for the terms of this
    Contract as the Board may from time to time determine.                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|2.5 | You will not without the prior written consent
        of the Board be employed, engaged, concerned or interested or hold any
        directorships in any business or activity other than the business of
        the Company and its Associated Companies save as a registered holder
        of not more than 3% of any class of publicly quoted securities of any
    company.                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|2.6 | You will promptly disclose to us and keep
        confidential all inventions, copyright works, designs or technical know-how
        conceived or made by you alone or with others in the course of your employment.
        You will hold all such intellectual property in trust for the Company
        and will do everything necessary or desirable at our expense to vest
        the intellectual property fully in the Company and/or to secure patent
    or other appropriate forms of protection for the intellectual property.



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|Decisions as to the protection or exploitation of any intellectual property shall be in the absolute discretion of the Company.
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|3.                                                                                                                             
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|3.1                                                                                                                            
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|3.2                                                                                                                            
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|4.                                                                                                                             
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|4.1                                                                                                                            
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|4.2                                                                                                                            
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|4.3                                                                                                                            
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|5.                                                                                                                             
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|    | members of the Board, the payment
    shall be re-negotiated in good faith between you and the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|6.  | Discretionary Benefits                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|6.1 | From time to time the Company may decide
        to offer Executive Management and Executive Committee Bonus Schemes and
        make bonus payments under them at its discretion. The terms of any such
        Schemes will be advised to eligible employees at the time that they are
    made available.                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|6.2 | These benefits do not form part of your
        contractual terms. Whether the Board may grant, vary or withdraw any
    or all is within its absolute discretion.                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|7.  | Holidays                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|7.1 | In addition to normal Bank and public holidays,
        you are entitled to 30 working days holiday in each year from January
        to December to be taken at such time or times as are agreed with the
        Chief Executive. You will not, without the consent of the Chief Executive,
        carry forward any unused part of your holiday entitlement to a subsequent
    year.                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|7.2 | For the year during which your appointment
        commences or terminates, your holiday entitlement will be calculated
        pro rata to the number of complete months of your employment by the Company
        during that year. On termination of your appointment (unless you have
        been summarily dismissed under clause 11 below) you will either be entitled
        to pay in lieu of outstanding holiday entitlement or be required to repay
        to the Company any salary received for holiday taken in excess of your
    actual entitlement.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|8.  | Illness Pay                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|8.1 | If you are unavoidably absent from work
        due to illness, injury or other incapacity, you will report this fact
        to the Company before 12 noon, where practicable, on the first day of
        absence and thereafter in accordance with the self-certification and
        Statutory Sick Pay Regulations a copy of which is available for inspection
    from the Personnel Department.                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

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|----
|8.2 
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|9.  
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|10. 
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|10.1
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|10.2
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|     | (ii)  | not directly or indirectly disclose to any person, firm or company or use other than for any legitimate purposes of the Company or Associated Company any Confidential Business Information;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|---- | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (iii) | return to the Company upon request
      and, in any event, on termination of your employment, all documents, computer
      discs and tapes and other tangible items in your possession or under your
      control which belong to the Company or any Associated Company which contain
    or refer to any Confidential Business Information;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (iv)  | if so requested by the Company,
       delete all Confidential Business Information from any computer discs,
       tapes or other reusable material in your possession or under your custody
       or control and destroy all other documents and tangible items in your
       possession or under your custody or control which contain or refer to
       any Confidential Business Information.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.3 |       | You agree that you will not at
      any time after termination of your employment disclose to any person, firm
    or company, or make use of, any Confidential Business Information.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.4 |       | For the purposes of this paragraph, "Confidential
      Business Information" shall mean all and any information (whether or not
      recorded in documentary form or on computer disc or tape) relating to the
      business methods, corporate plans, management systems, finances or financial
      affairs, maturing new business opportunities or research and development
      projects of the Company or any Associated Company and trade secrets, secret
      formulae, processes, inventions, designs, know-how discoveries, technical
      specifications and other technical information relating to the creation,
      production or supply of any past, present or future product or service
      of the Company or any Associated Company and other information to which
      the Company or any Associated Company attaches an equivalent level of confidentiality
      or in respect of which it owes an obligation of confidentiality to any
    third party
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (i)   | which you shall acquire at any time during your employment by the Company (or acquired during any previous employment with an Associated Company) and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

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|     | (ii)                                                                                                                                                                                                                                                                                                                                                                      | which is not readily ascertainable
       by persons not connected with the Company or any Associated Company either
       at all or without a significant expenditure of labour skill or money.       
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                          
|10.5 | Each provision of
      this clause 10 is independent and severable from the remaining provisions
      and enforceable accordingly. If any provision of this clause 10 shall be
      unenforceable for any reason but would be enforceable if part of its wording
      were deleted it shall apply with such deletions as may be necessary to
    make it enforceable.
|     |                                                                                                                                                                                                                                                                                                                                                                          
|10.6 | You will comply (and
      ensure that your spouse and any minor children comply) with all applicable
      rules of law or codes, London Stock Exchange regulations and any code of
      conduct of the Company from time to time in force in relation to dealings
      in shares, debentures or other securities of the Company or any Associated
    Company.       
|     |                                                                                                                                                                                                                                                                                                                                                                          
|11.  | Termination of
    Employment                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                          
|11.1 | The Company can dismiss you without prior notice or pay in lieu (and you will
    not be entitled to compensation or damages) if you:                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                         
|     | (i)                                                                                                                                                                                                                                                                                                                                                                       | commit any act of gross misconduct
      or gross incompetence or repeat or continue (after written warning) any
      other breach of your obligations under
      this  Contract of Employment;
    or
|     |                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                         
|     | (ii)                                                                                                                                                                                                                                                                                                                                                                      | are guilty of any conduct which in the reasonable opinion of the Board brings the Company into disrepute; or                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                         
|     | (iii)                                                                                                                                                                                                                                                                                                                                                                     | are convicted of any criminal
      offence which in the reasonable opinion of the Company is sufficiently
      serious in nature to warrant
your immediate dismissal; or                              
|     |                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                         
|     | (iv)                                                                                                                                                                                                                                                                                                                                                                      | commit any act of dishonesty;
       or                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                         

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|     | (v)                                                                                                                                                                                                                  | become bankrupt or make any arrangement
       or composition with your creditors generally, suffer any execution against
       your effects or have an Administration Order made against you; or                                                                                                                                                                                             
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                
|     | (vi)                                                                                                                                                                                                                 | are disqualified from holding
      office in another company in which you are concerned or interested because
      of wrongful trading under the Insolvency
Act 1986; or                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                
|     | (vii)                                                                                                                                                                                                                | are convicted of an offence under
      the Companies Securities (Insider Dealing) Act 1985, or under any other
      present or future statutory enactment or regulations relating to insider
    dealings; or                                                                                                                                                                                
|     |                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                
|     | (viii)                                                                                                                                                                                                               | resign as a Director of the Company
      or any Associated Company (otherwise than at the request of the Company
      or by rotation in accordance with the Articles of Association of the Company
      or Associated Company) or otherwise through your own act or default cease
    to be a director of the Company or Associated Company.                                                
|     |                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                
|11.2 | If your employment
      is terminated by reason of redundancy (as defined under the Employment
      Rights Act 1996) you will be entitled to a redundancy payment calculated
    under the provisions of that Act.
|     |                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                
|11.3 | Upon termination of this contract (for whatever reason) you will, at the request
of the Company,                                                                                                                    
|     |                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                
|     | (i)                                                                                                                                                                                                                  | resign from office as a Director
      of the Company and of any Associated Companies without claim for compensation
      and, in the event of your failure to do so, the Company is hereby irrevocably
      authorised to appoint some person in your name and on your behalf to sign
      and deliver such resignation or resignations to the Company and to any
    Associated Companies;
|     |                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                
|     | (ii)                                                                                                                                                                                                                 | return all the Company's or Associated
      Company's documents, computer discs or tapes and all other property in
      your possession and control belonging to or containing any confidential
    information of the Company's business which you have received as a Director.                                                                                                             
|     |                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                

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|11.4 | Notwithstanding the termination of this
        Contract, its terms shall remain in full force and effect to the extent
        that and in respect of any of your obligations which are expressed to
        operate after termination or are of a continuing nature and may be enforced
    against you accordingly.                                                                                                                                                                                                                                                                                                                                                                                                                                            
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|11.5 | If your employment under this contract is
        terminated by reason of the liquidation of the Company for the purpose
        of reconstruction or amalgamation and you are offered employment with
        any concern or undertaking resulting from the reconstruction or amalgamation
        on terms and conditions no less favourable than the terms of this Contract
        then you shall have no claim against the Company in respect of the termination
    of your employment under this Contract.                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|11.6 | If you serve notice on the Company to terminate
        your employment (other than as a result of the Company's breach of contract)
        the Company may in its absolute discretion pay you the Relevant Termination
        Payment in lieu of notice or require you to take 'garden leave' during
        the remaining period of your employment (up to a maximum of three months)
    and a commensurately reduced Relevant Termination Payment.                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|11.7 | If (other than under clause 11.1 of this
        contract) the Company serves notice on you to terminate your employment,
        the Company may pay you the Relevant Termination Payment in lieu of notice
        or require you to take 'garden leave' during the remaining period of
        your employment (up to a maximum of three months) and a commensurately
    reduced Relevant Termination Payment;                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|11.8 | For the purpose of this clause, the "Relevant
        Termination Payment" shall mean the amount of your total remuneration
        for the notice period, which shall include gross salary, pension contributions
        (under clause 5), and all other benefits and a pro-rata bonus (calculated
        by reference to the average of bonuses paid to you in the two years immediately
        prior to termination or (if termination occurs in the first two years
        of this Contract) by reference to the average percentage bonuses paid
        to Board members in the previous two years) for the whole of the applicable
        notice period (reduced by up to a maximum of three months if you shall
    be required to take garden leave).
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

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|11.9 | If you are asked
    to take garden leave you:                                                                                                                                                                                                                                                                                 
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|     | (i)                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                
|     | (ii)                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                
|     | (iii)                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                
|     | (iv)                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                
|     | (v)                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                
|     | During any period of garden leave
      you will continue to receive your full salary
and benefits.                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                
|12.  | Financial Services and Markets
    Act 2000                                                                                                                                                                                                                                                                                    
|     | You will comply with any individual Statement of Regulatory Accountability under
    the Financial Services and Markets Act 2000 which may be issued to you by
    the Company. This Statement sets out the particular duties and responsibilities
    which you have under that Act and with which you are required to comply.
|     |                                                                                                                                                                                                                                                                                                                                
|13.  | Miscellaneous                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                
|13.1 | The further particular
      terms of employment which must be given to you under the Employment Rights
    Act 1996 are:                                                                                                                                                                                                      
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|     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | Membership of the Abbey National Staff Stakeholder
        Pension Scheme can be used by you to contract out of the State Earnings
    Related Pension Scheme if you so wish,                  
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                
|     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Any disciplinary or grievance matter between
        you and the Company will be dealt with between you and the Chief Executive
    or such other director as the Chief Executive may nominate.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                
|13.2 | This Contract and the documents referred to sets out the entire agreement
        and understanding between you and the Company and is, subject to the
        provisions under clause 1.3 relating to continuity of employment, in
        substitution for any previous contracts of employment or for services,
        all of which are deemed to have been terminated by mutual consent.                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                
|13.3 | Your terms and
        conditions of employment are reviewed by the Remuneration Committee from
        time to time. You will be notified in writing by the Company of any changes
    to these terms and conditions.                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|13.4 | The Company will
        reimburse to you all travelling, hotel, entertainment and other expenses
        reasonably incurred by you in the proper performance of your duties subject
        to your complying with Company guidelines issued from time to time in
        this respect and to the production to the Company of such vouchers or
        other evidence of actual payment of the expenses as the Company may reasonably
    require.                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|13.5 | We will issue you
        with a charge or credit card which you must only use for Company and
    Associated Company business purposes.                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|13.6 | Any notice given
        under this contract must be in writing. If you wish to terminate your
        employment, notice will be regarded as properly served if you give it
        to the Chief Executive or send it by post to the Chief Executive at the
        Company's registered office. If the Company wishes to terminate your
        employment, notice will be regarded as served if given to you personally
    or if sent by prepaid post to your last known home address.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|13.7 | Save and except
        to the extent that they are varied or superseded by this Contract (which
        shall take precedence in the event of any conflict) you will comply with
    the                                                                                                                                                                                                                                                                                                 

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|                                                                               | Policy Statements and Codes of Conduct set
        out in Part 2 of the Company's Employee Handbook (as from time to time
        amended).                                                                                                                                                                                                                                                                                                                                                    
|------------------------------------------------------------------------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|14.                                                                            | Interpretation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|14.1                                                                           | Any reference in this Contract to any Act
        or legislation made under any Act shall include any statutory modification
        or re-enactment of it or the provision referred to.                                                                                                                                                                                                                                                                                                       
|                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|14.2                                                                           | "Associated Company" means a subsidiary
        and any other company which is for the time being a holding company of
        the Company or another subsidiary of any such holding company and the
        expressions "subsidiary company" and "holding company" shall have the
        meaning given to them under Section 736 of the Companies Act 1985, or
        such other company or joint venture arrangement in which the Company
        has or from time to time has an interest.
|                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|14.3                                                                           | "The Board" means the Board of Directors
        of Abbey National plc for the time being including any committee of the
        Board duly appointed by it.                                                                                                                                                                                                                                                                                                                                   
|                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|14.4                                                                           | "The Chairman" means the person for the
        time being who is Chairman of the Board.                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|14.5                                                                           | "The Chief Executive" means the person for
        the time being who is Chief Executive of the Company.                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|14.6                                                                           | The "Remuneration Committee" means a committee
        for the time being of the Board who are non-executive directors.                                                                                                                                                                                                                                                                                                                                                                        
|                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|14.7                                                                           | This Contract is governed by and shall be
        construed in accordance with English law and the English Courts shall
        have exclusive jurisdiction.                                                                                                                                                                                                                                                                                                                                   
|                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|This contract is
        executed as a Deed on the date first mentioned above.
|                                                                              

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|The Common Seal of ABBEY
          NATIONAL plc
Was hereunto affixed by Order of the
Board of Directors in the presence of: |  | 
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