Exhibit 4.13

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|                    | Lord Burns GCBChairman 
|------------------- | -----------------------
|                   
|                   
|                    | Abbey National plc     
|                    | Abbey National House   
|                    | 2 Triton Square        
|                    | Regent's Place         
|                    | London NW1 3AN         
|                    |                        
|Mr Gerard Murphy    | telephone 020 7756 5550
|11 Ellerton House   | fax 020 7756 5644      
|11 Bryanston Square | terry.burns@abbey.com  
|London              | www.abbey.com          
|W1H 2DQ             |                        
|                    |                        
|                    |                        

STRICTLY PERSONAL AND CONFIDENTIAL

30 January 2004

Dear Gerry

Re: Your Appointment as Non-Executive
        Director
of Abbey National plc (“Abbey”)

Upon the recommendation of the Nomination Committee,
    I write to confirm your appointment as a Non-Executive Director of Abbey
    and set out below the terms that will apply to your appointment. It is agreed
    that these terms constitute a contract for services and not a contract of
employment.

|1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Your Appointment                                                                                                                                                                                                                                                                                                                                                                                                  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Your appointment
      will be for an initial term of three years commencing on 1 January 2004
      subject
      to your being duly elected by the shareholders at Abbey’s AGM and unless
      otherwise terminated in accordance with paragraph 10. It is anticipated
      that you would be expected to serve two three-year terms, although the
    Board may invite you to serve for an additional period.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                   
|2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Your Role                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | In performing
       your role as a Non-Executive Director you are expected to:                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 1.                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 2.                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 3.                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                   
|Abbey National
        plc.  Registered Office: Abbey National House, 2 Triton Square, Regent’s
        Place,
      London NW1 3AN. Registered Number: 2294747. Registered in England , www.abbey.com
         Telephone: 0870 607 6000. To help us improve our service we may record

      or monitor phone calls. Abbey National plc, which is authorised and regulated
         by the Financial Services Authority only advises on its own life assurance,
        pension
      and collective investment scheme products. Abbey is a trademark of Abbey
         National plc.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|CPLH 0491 SEP 03 F                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                   



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|   | 4.                                                                                                                                                                                                                                                                                                                                                      | determine appropriate levels of remuneration of Executive Directors and have a prime role in appointing, and where necessary removing, senior management and in succession planning.                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                        
|3. | Your Duties                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                        
|   | For the purposes of
    this appointment, you agree:                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | 1.                                                                                                                                                                                                                                                                                                                                                      | to comply with all relevant statutory
      and regulatory requirements and (other than in relation to FSA consents
      which we will facilitate) to have obtained all necessary permissions and/or
      clearances in order to take up this appointment and perform this role. In
      addition, we would ask you to confirm that you are not aware of any conflict
      of interest that may currently exist for you in taking up this appointment
      and performing this role and that you will advise us immediately should
      any such conflict or potential conflict of interest arise in the future;
      and
|   |                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | 2.                                                                                                                                                                                                                                                                                                                                                      | that this appointment will
      confer on you accountabilities as a Controlled Function under FSA rules.
      It is
      therefore a condition of your appointment that you are registered as an
      approved person with the FSA. If this has not already been dealt with,
      Abbey’s Compliance Department will be in contact with you shortly regarding
      your individual registration, accountabilities and the processes surrounding
    registration; and                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | 3.                                                                                                                                                                                                                                                                                                                                                      | whilst on Abbey’s premises,
      you will comply with all reasonable rules and instructions made known to
      you
      by us from time to time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | For the purpose of
    this appointment, I will be your primary point of contact.                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|4. | Time Commitment                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | It is anticipated
      that you will need to commit a minimum of 13 days per annum, to attend
      monthly Board meetings, the AGM and any other meetings that you may be
      requested to attend from time to time. In addition, it is a requirement
    that you devote appropriate preparation time ahead of each meeting.                      
|   |                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | By accepting this
      appointment, you have confirmed that you are able to allocate sufficient
      time to meet the expectations of your role. My prior agreement should be
      sought before accepting any additional commitments that might affect the
      time you are able to devote to your role as a Non-Executive Director of
    Abbey.
|   |                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|5. | Committees                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | In the event
      that you are invited to serve on one or more of the Board committees this
      will
    be covered in a separate communication setting out the committee(s)’s terms
      of reference, any specific responsibilities and any additional fees that
    may be involved.                                                            
|   |                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

2

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|6. | Fees                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | In consideration
      of your appointment, you will be paid a fee of £40,000 per annum,
      payable quarterly in arrears direct to your nominated bank account. Please
      provide
      details of the sort code and your account number for this purpose. In addition,
      please advise us of your PAYE Coding and National Insurance number (and
      send any exemption certificate) so our payroll department can deal with
      the necessary arrangements. In the event you hold office for part of a
    year the fees shall be pro-rated accordingly.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | You are responsible
      for all taxes, National Insurance or other similar liabilities arising
      from any fees or other payments made to you by Abbey. Unless you can demonstrate
      to us that Abbey is not required to do so, Abbey will deduct such sums
      as Abbey is required to do so under Schedule E and in respect of National
    Insurance contributions.                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Abbey operates
      a “Payment
      in Shares Scheme” for Non-Executive Directors. You are asked to nominate
      a gross amount of at least £2,500 per quarter (or £10,000 per
      annum) to be taken from your fee and used for the purchase of shares in
      Abbey. Full details of the Payment in Shares Scheme are enclosed.                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | You will not
      be entitled to participate in any of Abbey’s share, bonus or pension schemes
      or other employee benefit arrangements and you will not be entitled to
    any compensation for loss of office.                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|7. | Expenses                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | You will be reimbursed
      (in accordance with Abbey’s normal procedures) for any reasonable incidental
      expenses you incur in attending Board Meetings or other functions arranged
      by Abbey although any expenses exceeding £1,000 must be first approved
    by the Company Secretary in writing.                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|8. | Induction                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Immediately after
      appointment, Abbey will provide a comprehensive formal and tailored induction.
      The details of the induction will be forwarded to you in due course. We
      will also arrange for site visits and meetings with senior and middle management
      and Abbey's auditors. We will also arrange for you to meet major investors
    in the first twelve months of your appointment.                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|9. | Review Process                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The performance of individual Directors, the whole Board and its committees are
    evaluated annually. If, in the interim, there are any matters that cause
    you concern about your role you should discuss them with me as soon as is
    appropriate.                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

3

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|10. | Termination                                                                                                                                                                                                                                                                                                                               
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                           
|    | Your appointment and any subsequent renewal may be terminated by either of us by giving at least three month's notice in writing to the other unless we otherwise agree a shorter notice period which must also be in writing. Your appointment may also terminate upon:                                                                  
|    |                                                                                                                                                                                                                                                                                                                                           
|    | 1.                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                           
|    | 2.                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                           
|    | 3.                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                           
|    | 4.                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                           
|    | 5.                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                           
|11. | Independence and Independent
    Advice                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                           
|    | As an independent
      Director, we will expect you to bring an objectivity and independence of
      view to our discussions, and to help the Board to provide effective leadership,
      as well as ensuring the continuing effectiveness of the management team
    and high standards of financial probity and corporate governance.
|    |                                                                                                                                                                                                                                                                                                                                           
|    | In furtherance of your duties and in accordance with best practice on corporate
    governance you may, in appropriate circumstances, obtain independent professional
    advice. The procedure for obtaining independent professional advice is as
    follows:                                                                          
|    |                                                                                                                                                                                                                                                                                                                                           
|    | 1.                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                           
|    | 2.                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                           
|    | 3.                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                           
|    | 4.                                                                                                                                                                                                                                                                                                                                        

4

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|    | For the purposes
        of these procedures “independent professional advice” includes legal
        advice and the advice of accountants and other professional financial
        advisers
      on matters of law, accounting and other regulatory matters, but excludes
        advice concerning the personal interests of the director concerned (such
      as your terms of appointment).                                                                                                                                                                                         
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|12. | Confidentiality
      and Intellectual Property                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | All information acquired
      during, and arising from, your appointment is confidential to Abbey. You
      should not make use of any such confidential information nor should this
      be disclosed to third parties without our prior written consent either during
      your appointment or following termination (by whatever means).                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | You are also reminded
      of the obligations, which apply to you personally under both legislation
      and regulation on the disclosure and use of price sensitive information.
      Consequently, you should avoid making any statements that might risk a breach
      of these requirements without prior written consent from either me or the
      Company Secretary.                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | It is also our usual
      practice not to allow the use of any intellectual property rights belonging
      to the Abbey National Group (including our trademarks and tradenames) or
      refer to us or this arrangement, directly or indirectly, without our prior
      written consent save for the purposes of performing your role.                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|13. | Directors’ & Officers’ Liability
    Insurance                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | Abbey has Directors’      and Officers’ liability insurance and it is intended to maintain
         such cover
      for the full term of your appointment.                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|14. | Shareholdings                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | In order to avoid
      any unintentional conflict of interest, I would be grateful if you would
      advise me, as soon as possible, of any shareholdings you, your spouse or
      infant children have (including any shareholding in the Ordinary shares
      of Abbey National plc). In the event that you become aware of any potential
      conflicts of interest, these should be disclosed to either me or the Company
      Secretary as soon as apparent. If you have any questions regarding this
      disclosure please do not hesitate to contact the Company Secretary.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|15. | Share Dealing                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | You will be obliged
      at all times to comply with both the technical requirements and with the
      spirit of the Model Code contained in the Listing Rules issued by the UK
      Listing Authority. If you intend to deal in Abbey's shares or other securities,
      please consult beforehand with the Company Secretary. In any event, details
      must be given to Abbey within 5 days of                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

5

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|                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | the transaction, as these must
    be entered in its statutory registers and reported to the Stock Exchange.
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                             
|16.                                                                                                                                                                                                                                                                                               | Loans from Abbey                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                             
|                                                                                                                                                                                                                                                                                                  | You must notify Abbey if you or
    any person connected to you has any kind of loan from Abbey.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                             
|                                                                                                                                                                                                                                                                                                  | The Sarbanes
      Oxley Act 2002 (enacted in the United States of America) applies to Abbey,
      which
      is registered (as an “issuer”) with the United States Securities and
      Exchange Commission. In broad terms, and subject to the existing Companies
      Act restrictions
      in the United Kingdom, Abbey is permitted to make loans to its Directors,
      provided that these are on the same terms as ordinary customers. However,
      Abbey National Partnership products (with a loan element) are prohibited,
      as these are either on favourable terms or are not generally available
      to the public. The attached guidance note explains the position in more
    detail.
|                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                             
|17.                                                                                                                                                                                                                                                                                               | Governing Law and
    Jurisdiction                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                             
|                                                                                                                                                                                                                                                                                                  | The terms set out in this letter
      of appointment are subject to English law and we both agree that any dispute
      arising under them will be subject to the exclusive jurisdiction of the
    English courts.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                             
|                                                                                                                                                                                                                                                                                                 
|The Company Secretary
      will be in contact with you shortly regarding certain administrative matters
      (such as registration of your appointment) and also to provide you information
    relating to Abbey's governance arrangements and structure.                                     
|                                                                                                                                                                                                                                                                                                 
|I would like to take
      this opportunity to thank you for agreeing to accept this appointment and
      look forward to the benefit to be gained by us from your experience and
      knowledge. I am sure that you will make a significant contribution to the
      future success of Abbey.
|                                                                                                                                                                                                                                                                                                 
|If the terms of this
      letter are satisfactory to you, I would be grateful if you would kindly
    sign and return to me the duplicate copy of this letter by way of acceptance.                                                                                                             
|                                                                                                                                                                                                                                                                                                 
|Yours sincerely,                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                 

|pp Terry Burns | I confirm my acceptance to the above terms
|-------------- | ------------------------------------------
|Chairman       |                                           
|               |                                           

|           
|-----------
|Enclosures:
|           
|           

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12 January 2004

PRIVATE & CONFIDENTIAL

Mr Gerard Murphy
  11 Ellerton House
  11 Bryanston Square
  London
  W1H 2DQ

Dear Gerry

|I am writing to you with
        details about your Board appointment, which will take effect from Thursday
        1st January 2004. Accompanying this letter are a number of items for
        your information and/or action as indicated. |                                                                                                                                                                                                                                                                                        
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                        
|1.                                                                                                                                                                                                                                            | ANNUAL GENERAL MEETING                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                              | Your appointment will be
        subject to election by our members at the Annual General Meeting in April
        2004. Thereafter, you will be subject to re-election as determined by
        the Articles of Association.                                                          
|                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                        
|2.                                                                                                                                                                                                                                            | REGULATORY
              FORMALITIES                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                              | i.  Form
              288a                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                              | This is the standard Form
        of Directors’ consent, which will be passed on to Companies House.
        Please check and sign where indicated and return it to me by return.
        Please do not date it. I have enclosed a stamped addressed envelope for
        this purpose.
|                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                              | ii.  Consumer
            Credit Act Licence                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                              | This is the standard Form
        for the OFT. Please check and sign where indicated and return it to me
        by return. Please do not date it. I have enclosed a stamped addressed
        envelope for this purpose.                                                              
|                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                        
|3.                                                                                                                                                                                                                                            | LOANS FROM ABBEY
            NATIONAL AND SHARE INTERESTS                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                              | Please could you confirm
        details of your Abbey National plc share holdings and the details of
        any loans (including credit cards etc) with Abbey National plc or its
        subsidiary companies. Kindly confirm these details (or nil return) by
        return.      
|                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                              | Page 1                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                        

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|   |                                                                                                                                                                                                                                                                                                                                                                                                                      |    
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---
|   | Although Sarbanes Oxley
        Act 2002 is US legislation, it will apply to Abbey as we are registered
        (as an “issuer”) with the Securities and Exchange Commission
        in the US.                                                                                                                                                                                                                      |    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                      |    
|   | In broad terms, and subject
        to the existing UK Companies Act restrictions, Abbey is permitted to
        make loans to its directors and executive officers, provided that
        these are on the same terms as customers. However, Abbey partnership
        products (with a loan element) are prohibited, as these are either on
        favourable terms or are not generally available to the public. |    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                      |    
|   | The attached note, prepared
        by a member of the Legal team, explains the position in more detail,
        and the relevant partnership products are set out in the schedule for
        information.                                                                                                                                                                                                          | III
|   |                                                                                                                                                                                                                                                                                                                                                                                                                      |    
|   | You will be defined as
        a “Relevant Employee” for sharedealing purposes and I am
        enclosing a copy of the Share Dealing Code. There are strict regulations
        governing dealings by Directors in securities and it is therefore important
        that you consult with me before you, or any connected person, proposes
        to deal after your appointment.                                  | IV 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                      |    
|   | Please note that for Stock
        Exchange reporting purposes, you are deemed to be “interested” in
        the holdings of a “connected person”. The definition of “connected
        person” is given in the Share Dealing Code.                                                                                                                                                                                  |    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                      |    
|4. | OTHER INTERESTS                                                                                                                                                                                                                                                                                                                                                                                                      |    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                      |    
|   | Please notify me of any
        other interests which should be recorded by the Company.                                                                                                                                                                                                                                                                                                                             |    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                      |    
|5. | HIGH LEVEL COPRPORATE
            GOVERNANCE FRAMEWORK                                                                                                                                                                                                                                                                                                                                                               |    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                      |    
|   | There is an agreed framework
        of high-level Board controls and other authorities, full details of which
        are available from Secretariat. A copy of the key elements of the Corporate
        Governance Framework is attached for your information.                                                                                                                                                    | V  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                      |    
|6. | MEMORANDUM AND ARTICLES
            OF ASSOCIATION                                                                                                                                                                                                                                                                                                                                                                   |    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                      |    
|   | I am attaching a
          copy of the Company’s Memorandum and Articles of Association.
          These include details of the powers of Directors. I am always available
          to
          deal with any queries you may have on any aspect of the Company’s
          governance arrangements.                                                                                                               | VI 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                      |    
|7. | DUTIES AND RESPONSIBILITIES
            OF DIRECTORS                                                                                                                                                                                                                                                                                                                                                                 |    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                      |    
|   | We are in the process of
        updating our booklet on this topic and will forward a copy to you as
        soon as it becomes available. In the meantime, if you need any advice
        on the Duties and Responsibilities of a Director please let me know.                                                                                                                                                     |    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                      |    
|   | Page 2                                                                                                                                                                                                                                                                                                                                                                                                               |    
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|   |                                                                                                                                                                              |     
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----
|8. | BOARD DATES                                                                                                                                                                  |     
|   |                                                                                                                                                                              |     
|   | I attach a schedule of
        Board dates for 2004. You should make yourself available to attend your
        first Board meeting as Director on Tuesday 27th January 2004. | VII 
|   |                                                                                                                                                                              |     
|9. | DIRECTORS AND OFFICERS
            INSURANCE POLICY                                                                                                                          |     
|   |                                                                                                                                                                              |     
|   | I enclose a copy of the
        Directors and Officers Insurance Policy and a summary of its main terms.                                                                     | VIII
|   |                                                                                                                                                                              |     
|   | Yours sincerely,                                                                                                                                                             |     
|   |                                                                                                                                                                              |     
|   |                                                                                                                                                                              |     
|   | Karen M Fortunato                                                                                                                                                            |     
|   | Company Secretary and
          Head of Legal.                                                                                                                               |     
|   |                                                                                                                                                                              |     
|   | Encls:                                                                                                                                                                       |     
|   |                                                                                                                                                                              |     
|   | Page 3                                                                                                                                                                       |     
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