Exhibit 4.3

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DATED: 24 APRIL 2002



ABBEY
  NATIONAL plc



and



STEPHEN ALAN MICHAEL HESTER





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CONTRACT OF EMPLOYMENT

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INDEX

|       |                                         |     
|------ | --------------------------------------- | ----
|       |                                         |     
|       |                                         |     
|       |                                         |     
|Clause | Subject Matter                          | Page
|       |                                         |     
|       |                                         |     
|       |                                         |     
|1      | Title and Duration of Employment        | 1   
|       |                                         |     
|2      | Duties                                  | 2   
|       |                                         |     
|3      | Place and Hours of Work                 | 3   
|       |                                         |     
|4      | Remuneration                            | 3   
|       |                                         |     
|5      | Pension                                 | 3   
|       |                                         |     
|6      | Car                                     | 4   
|       |                                         |     
|7      | Discretionary Benefits                  | 4   
|       |                                         |     
|8      | Holidays                                | 4   
|       |                                         |     
|9      | Illness Pay                             | 5   
|       |                                         |     
|10     | Medical Examinations                    | 5   
|       |                                         |     
|11     | Confidential Information                | 5   
|       |                                         |     
|12     | Termination of Employment               | 7   
|       |                                         |     
|13     | Financial Services and Markets Act 2000 | 11  
|       |                                         |     
|14     | Miscellaneous                           | 11  
|       |                                         |     
|15     | Interpretation                          | 12  

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|CONTRACT OF EMPLOYMENT
|----------------------
|                      
|OF:                   
|                      
|TITLE:                
|                      
|DATED:                

|                                                                                                             |                                                                                                                                                                                                                                                                                                                                                        |                                                                                               |                                                                                                                                                                           
|------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|This Contract set out the terms
    on which Abbey National plc ("the Company" or "we" or "us") employs you.
|                                                                                                             |                                                                                                                                                                                                                                                                                                                                                        |                                                                                               |                                                                                                                                                                           
|1.                                                                                                           | Title and Duration of Employment                                                                                                                                                                                                                                                                                                                      
|                                                                                                             |                                                                                                                                                                                                                                                                                                                                                        |                                                                                               |                                                                                                                                                                           
|1.1                                                                                                          | The Company will employ you,
        and you will work for us as Group Finance Director. Subject to your consent
        (which shall not be unreasonably withheld), we reserve the right at all
        times throughout your employment to amend your job title to take into
    account the changing needs of our business and your role within it.
|                                                                                                             |                                                                                                                                                                                                                                                                                                                                                        |                                                                                               |                                                                                                                                                                           
|1.2                                                                                                          | Your employment as Group Finance
        Director will begin on 13th May 2002 and will continue (subject to earlier
        termination as provided in clause 12 below) until terminated either by
        you or by the
Company, as follows:                                                                                                         
|                                                                                                             |                                                                                                                                                                                                                                                                                                                                                        |                                                                                               |                                                                                                                                                                           
|                                                                                                             | 1.2.2                                                                                                                                                                                                                                                                                                                                                  | You may terminate your employment
    by giving the Company 6 months' prior notice in writing
|                                                                                                             |                                                                                                                                                                                                                                                                                                                                                        |                                                                                               |                                                                                                                                                                           
|                                                                                                             | 1.2.3                                                                                                                                                                                                                                                                                                                                                  | The Company may terminate your
    employment by giving you:                                 
|                                                                                                             |                                                                                                                                                                                                                                                                                                                                                        |                                                                                               |                                                                                                                                                                           
|                                                                                                             |                                                                                                                                                                                                                                                                                                                                                        | -                                                                                             | during the first 12 months of your employment
        under this Contract, 24 months' prior notice in writing, reducing by
    1 month for each completed month of service
|                                                                                                             |                                                                                                                                                                                                                                                                                                                                                        |                                                                                               |                                                                                                                                                                           
|                                                                                                             |                                                                                                                                                                                                                                                                                                                                                        | -                                                                                             | during the remainder of your employment;
    12 months' prior notice in writing                                                                                           
|                                                                                                             |                                                                                                                                                                                                                                                                                                                                                        |                                                                                               |                                                                                                                                                                           
|1.3                                                                                                          | You have no continuous employment
    with the Company.                                                                                                                                                                                                                                                                                               
|                                                                                                             |                                                                                                                                                                                                                                                                                                                                                        |                                                                                               |                                                                                                                                                                           
|1.4                                                                                                          | The Company's retirement age
        for both men and women is the first of the month following their 65th
        Birthday. Unless
    your employment has terminated at an earlier date, your employment will terminate
    without any further notice on that date.                                                                                

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|2.  | Duties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|2.1 | You will at all times during your employment
        (unless prevented by incapacity) devote your whole time and attention
        exclusively to the business of the Company (and any Associated Company
        in which you are or may from time to time be involved) and perform such
    duties as the Board shall from time to time require.                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|2.2 | You are responsible to the Board for the
        execution of agreed policies and for effective management of the Company
        towards the achievement of objectives agreed with the Board from time
    to time.                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|2.3 | Subject to the Companies Act 1985 (and any
        Statutory Instruments made thereunder) and the Memorandum and Articles
        of Association of the Company, you will be a member of the Board of Directors
        with effect from 13th May 2002. You will receive a separate letter confirming
    that appointment.                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|2.4 | You may also be appointed as a Director of
        any Associated Company on such terms particular to that appointment which
        are additional to and not in substitution for the terms of this Contract
    as the Board may from time to time determine.                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|2.5 | You will not without the prior written consent
        of the Board be employed, engaged, concerned or interested or hold any
        directorships in any business or activity other than the business of
        the Company and its Associated Companies save as a registered holder
        of not more than 3% of any class of publicly quoted securities of any
    company and of Broughton Grange Estates Limited.                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|2.6 | You will promptly disclose to us and keep
        confidential all inventions, copyright works, designs or technical know-how
        conceived or made by you alone or with others in the course of your employment.
        You will hold all such intellectual property in trust for the Company
        and will do everything necessary or desirable at our expense to vest
        the intellectual property fully in the Company and/or to secure patent
    or other appropriate forms of protection for the intellectual property.

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|    | Decisions as to the protection
        or exploitation of any intellectual property shall be in the absolute
    discretion of the Company.                                                                                                                                                                                                                                                                                                                                            
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3.  | Place and Hours of Work                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3.1 | While your principal place of
        work will be at the Company's office in London, you will work at and/or
        travel to such places (inside or outside the United Kingdom) as your
    duties or the Board may require from time to time.                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3.2 | You will work such hours (including
        as a minimum the normal office hours of 9.00 a.m. to 5.00 p.m. Monday
        to Friday inclusive at your place of work) as are needed for the proper
        performance of your duties. You will not be entitled to additional pay
    for overtime.                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|4.  | Remuneration                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|4.1 | You will be paid an annual salary
        of £465,000 which shall accrue daily and is payable by equal monthly
        instalments on or about the 19th day of each month by credit transfer
        to an account with the Company or to another suitable bank account nominated
    by you.                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|4.2 | Your salary is deemed to include any fees
        receivable for holding any office of Director in the Company or its Associated
    Companies.                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|4.3 | Your salary will be reviewed by the Remuneration
        Committee in or about December of each year when it may be adjusted dependent
        upon your performance during the year under review. Any such adjustments
        shall be implemented on or about the following January or such other
    time as the Board shall     determine.                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|5.  | Pension                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | The Company shall pay 35% of your annual
        salary payable monthly in lieu of pension and death-in-service benefit.
        Such payments shall be made to you direct and/or to any pension or investment
        plan as you shall direct from time to time. In the event that there is
    any material change to the Company's pension arrangements for members of
        the Board, the payment shall be re-negotiated in good faith between you
        and
    the Company.

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|6.  | Car                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|6.1 | Subject to your holding a current full driving
        licence for motor cars valid in the United Kingdom you are eligible to
    participate in the Company's car scheme as separately defined and described.                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|6.2 | Should you participate in the Company's car
    scheme, you agree to comply with the terms of the scheme.                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|7.  | Discretionary Benefits                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|7.1 | From time to time the Company may decide
        to offer Executive Management and Executive Committee Bonus Schemes and
        make bonus payments under them at its discretion. The terms of any such
        Schemes will be advised to eligible employees at the time that they are
    made available.                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|7.2 | These benefits do not form part of your contractual
        terms. Whether the Board may grant, vary or withdraw any or all is within
    its absolute discretion.                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|8.  | Holidays                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|8.1 | In addition to normal Bank and public holidays,
        you are entitled to 30 working days holiday in each year from January
        to December to be taken at such time or times as are agreed with the
        Chief Executive. You will not, without the consent of the Chief Executive,
        carry forward any unused part of your holiday entitlement to a subsequent
    year.                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|8.2 | For the year during which your appointment
        commences or terminates, your holiday entitlement will be calculated
        pro rata to the number of complete months of your employment by the Company
        during that year. On termination of your appointment (unless you have
        been summarily dismissed under clause 12 below) you will either be entitled
    to pay in lieu of outstanding holiday entitlement or be required to repay
        to the Company any salary received for holiday taken in excess of your
    actual entitlement.

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|9.   | Illness Pay                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|9.1  | If you are unavoidably absent
        from work due to illness, injury or other incapacity, you will report
        this fact to the Company before 12 noon, where practicable, on the first
        day of absence and thereafter in accordance with the self-certification
        and Statutory Sick Pay Regulations a copy of which is available for inspection
    from the Personnel Department.                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|9.2  | If you are absent from work due
        to illness, injury or other incapacity duly certified in accordance
        with the provisions of clause 9.1 above, you will be paid your normal
        rate of pay for the first six months and half rate of normal salary during
        the next six months in accordance with Statutory Sick Pay Regulations
        provided that such remuneration shall be inclusive of any Statutory Sick
    Pay to which you are entitled by law.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.  | Medical Examinations                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | During employment on an annual
        basis and/or at any intervening time and at the request and expense of
        the Company you will agree to be examined by a registered medical practitioner
        to be selected by the Company and permit the results to be made available
        to the Chairman of the Board or such other officer of the Company nominated
    by him.                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|11.  | Confidential Information                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|11.1 | You acknowledge:                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

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|     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | that your duties as an employee include,
        without limitation, a duty of trust and confidence and a duty to act
    at all times in the best interests of the Company.                                                                                                                                                                                                                          
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                       
|11.2 | You agree that during the period
    of your employment by the Company you will:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                       
|     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | abide by any Company policy which may be
    issued from time to time;                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                       
|     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | not directly or indirectly disclose to any
        person, firm or company or use other than for any legitimate purposes
    of the Company or Associated Company any Confidential Business Information;                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                       
|     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | return to the Company upon request and, in
        any event, on termination of your employment, all documents, computer
        discs and tapes and other tangible items
    in your possession or under your control which belong to the Company or any
    Associated Company which contain or refer to any Confidential Business Information;                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                       
|     | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | if so requested by the Company, delete all
        Confidential Business Information from any computer discs, tapes or other
        reusable material in your possession or under your custody or control
        and destroy all other documents and tangible items in your possession
        or under your custody or control which contain or refer to any Confidential
    Business Information.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                       
|11.3 | You agree that you will not at any time after
        termination of your employment disclose to any person, firm or company,
    or make use of, any Confidential Business Information.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                       
|11.4 | For the purposes of this paragraph, "Confidential
        Business Information" shall mean all and any information (whether or
        not recorded in documentary form or on computer disc or tape) relating
        to the business methods, corporate plans, management systems, finances
        or financial affairs, maturing new business opportunities or research
        and development projects of the Company or any Associated Company and
        trade secrets, secret formulae, processes, inventions, designs, know-how
        discoveries, technical specifications and other technical information
    relating to the creation, production or supply of any past, present or future
        product or service of the Company or any Associated Company and other
        information to which
        the Company or any Associated Company attaches an equivalent level of
        confidentiality or in respect of which it owes an obligation of confidentiality
    to any third party

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|     |                                                                                                                                                                                                                                                                                                                                                                           
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                           
|     | (i)                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                           
|     | (ii)                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                           
|11.5 | Each provision of this clause
        11 is independent and severable from the remaining provisions and enforceable
        accordingly. If any provision of this clause 11 shall be unenforceable
        for any reason but would be enforceable if part of its wording were deleted
    it shall apply with such deletions as may be necessary to make it enforceable. 
|     |                                                                                                                                                                                                                                                                                                                                                                           
|11.6 | You will comply (and ensure that
        your spouse and any minor children comply) with all applicable rules
        of law or codes, London Stock Exchange regulations and any code of conduct
        of the Company from time to time in force in relation to dealings in
        shares, debentures or other securities of the Company or any Associated
    Company.
|     |                                                                                                                                                                                                                                                                                                                                                                           
|12.  | Termination of Employment                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                           
|12.1 | The Company can dismiss you without
        prior notice or pay in lieu (and you will not be entitled to compensation
    or damages) if you:                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                           
|     | (i)                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                           
|     | (ii)                                                                                                                                                                                                                                                                                                                                                                      

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|     | (iii)                                                                                                                                                                                                                    | are convicted of any criminal offence which
        in the reasonable opinion of the Company is sufficiently serious in nature
    to warrant your immediate dismissal; or                                                                                                                                                                                                                         
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (iv)                                                                                                                                                                                                                     | commit any act of dishonesty; or                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (v)                                                                                                                                                                                                                      | become bankrupt or make any arrangement or
        composition with your creditors generally, suffer any execution against
    your effects or have an Administration Order made against you; or                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (vi)                                                                                                                                                                                                                     | are disqualified from holding office in another
        company in which you are concerned or interested because of wrongful
    trading under the Insolvency Act 1986; or                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (vii)                                                                                                                                                                                                                    | are convicted of an offence under the Companies
        Securities (Insider Dealing) Act 1985, or under any other present or
        future statutory enactment or regulations relating to insider dealings;
    or                                                                                                                                                                                
|     |                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (viii)                                                                                                                                                                                                                   | resign as a Director of the Company or any
        Associated Company (otherwise than at the request of the Company or by
        rotation in accordance with the Articles of Association of the Company
        or Associated Company) or otherwise through your own act or default cease
    to be a director of the Company or Associated Company.                                              
|     |                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                    
|12.2 | If your employment is terminated by reason
        of redundancy (as defined under the Employment Rights Act 1996) you will
        be entitled to a redundancy payment calculated under the provisions of
    that Act.
|     |                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                    
|12.3 | Upon termination of this contract
        (for whatever reason) you will, at the request of the Company,                                                                                                                
|     |                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (i)                                                                                                                                                                                                                      | resign from office as a Director of the Company
        and of any Associated Companies without claim for compensation and, in
        the event of your failure to do so, the Company is hereby irrevocably
    authorised to appoint some person in your name and on your behalf to
        sign and deliver such resignation or resignations to the Company and
    to any Associated Companies;

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                          
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                          
|     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | return all the Company's or Associated Company's
        documents, computer discs or tapes and all other property in your possession
        and control belonging to or containing any confidential information of
    the Company's business which you have received as a Director.                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                          
|12.4 | Notwithstanding the termination
        of this Contract, its terms shall remain in full force and effect to
        the extent that and in respect of any of your obligations which are expressed
        to operate after termination or are of a continuing nature and may be
    enforced against you accordingly.                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                          
|12.5 | If your employment under this
        contract is terminated by reason of the liquidation of the Company for
        the purpose of reconstruction or amalgamation and you are offered employment
        with any concern or undertaking resulting from the reconstruction or
        amalgamation on terms and conditions no less favourable than the terms
        of this Contract then you shall have no claim against the Company in
    respect of the termination of your employment under this Contract.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                          
|12.6 | If you serve notice on the Company
        to terminate your employment (other than as a result of the Company's
        breach of contract) the Company may in its absolute discretion pay you
        the Relevant Termination Payment in lieu of notice or require you to
        take 'garden leave' during the remaining period of your employment (up
        to a maximum of three months) and a commensurately reduced Relevant Termination
    Payment.                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                          
|12.7 | If (other than under clause 12.1
    of this contract):                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                          
|     | 12.7.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | the Company serves notice on you to terminate
        your employment, the Company shall pay you the Relevant Termination Payment
        in lieu of notice or require you to take 'garden leave' during the remaining
        period of your employment (up to a maximum of three months) and a commensurately
    reduced Relevant Termination Payment;

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|      | 12.7.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | your employment is terminated (either by
        you or by the Company) in circumstances where you do not fall within
        the terms of paragraphs 5.5.1 or 5.5.2 of the Rules of the 2001 Executive
        Share Option Scheme ("the Option Rules") and/or paragraph 6.3(b) of the
        Rules of the Share Matching Scheme (2001 version) ("the Matching Rules"),
        then the Company will submit your case to the Board for a decision under
        paragraph 5.5.3 of the Option Rules and/or paragraph 6.3(b) of the Matching
    Rules (as the case may be).
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|12.8  | In the event of your wrongful
        dismissal (whether actual or constructive) the Company shall pay you
        the Relevant Termination Payment for the whole of the notice period and,
        the terms of Clause 12.7.2 shall apply but for the avoidance of doubt
    you shall not be required to take garden leave for any period.                                                                                                                                                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|12.9  | For the purpose of this clause,
        the "Relevant Termination Payment" shall mean the amount of your total
        remuneration for the notice period, which shall include gross salary,
        pension contributions (under clause 5), and all other benefits and a
        pro-rata bonus (calculated by reference to the average of bonuses paid
        to you in the two years immediately prior to termination or (if termination
        occurs in the first two years of this Contract) by reference to the average
        percentage bonuses paid to Board members in the previous two years) for
        the whole of the applicable notice period (reduced by up to a maximum
    of three months if you shall be required to take garden leave).
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|12.10 | If you are asked to take garden
    leave you:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | may not attend your place of work or any
    other premises of the Company or any Associated Company;                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | may be asked to resign immediately from any
    offices you hold as Director in the Company or any Associated Company;                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | may not be required to carry out duties during
    the remaining period of your employment;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

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|     | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                         | must return to the Company all documents
        and other materials (including copies) belonging to the Company or Associated
    Companies containing Confidential Business Information;                                                                                                        
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                   
|     | (v)                                                                                                                                                                                                                                                                                                                                                                                                                                          | may not without the prior written permission
        of the Company contact or attempt to contact any client, customer, supplier,
        agent, professional adviser, broker or banker of the Company or any Associated
        Company or any employee of the Company or any Associated Company.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                   
|     | During any period of garden leave you will
        continue to receive your full salary and benefits, including pro rata
    bonus.                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                   
|13.  | Financial Services and Markets
    Act 2000                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                   
|     | You will comply with any individual
        Statement of Regulatory Accountability under the Financial Services and
        Markets Act 2000 which may be issued to you by the Company. This Statement
        sets out the particular duties and responsibilities which you have under
    that Act and with which you are required to comply.                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                   
|14.  | Miscellaneous                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                   
|14.1 | The further particular terms
        of employment which must be given to you under the Employment Rights
    Act 1996 are:                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                   
|     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                          | Membership of the Abbey National Staff Stakeholder
        Pension Scheme can be used by you to contract out of the State Earnings
    Related Pension Scheme if you so wish.                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                   
|     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                         | Any disciplinary or grievance matter between
        you and the Company will be dealt with between you and the Chief Executive
    or such other director as the Chief Executive may nominate.                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                   
|14.2 | This Contract and the documents
        referred to (including the annexed letter) sets out the entire agreement
        and understanding
        between you and the Company and, subject to the provisions under clause
        1.3 relating to continuity of employment, is in substitution for any
        previous contracts of employment or for services, all of which are deemed
        to have been terminated by mutual consent.

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|14.3 | Your terms and conditions of employment are
        reviewed by the Remuneration Committee from time to time. You will be
        notified in writing by the Company of any changes to these terms and
    conditions.                                                                                                                                                                                                                                                                    
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|14.4 | The Company will reimburse to you all travelling,
        hotel, entertainment and other expenses reasonably incurred by you in
        the proper performance of your duties subject to your complying with
        Company guidelines issued from time to time in this respect and to the
        production to the Company of such vouchers or other evidence of actual
        payment of the expenses as the Company may reasonably
require.                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|14.5 | We will issue you with a charge or credit
        card which you must only use for Company and Associated Company business
    purposes.                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|14.6 | Any notice given under this contract must
        be in writing. If you wish to terminate your employment, notice will
        be regarded as properly served if you give it to the Chief Executive
        or send it by post to the Chief Executive at the Company's registered
        office. If the Company wishes to terminate your employment, notice will
        be regarded as served if given to you personally or if sent by prepaid
    post to your last known home address.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|14.7 | Save and except to the extent that they are
        varied or superseded by this Contract (which shall take precedence in
        the event of any conflict) you will comply with the Policy Statements
        and Codes of Conduct set out in Part 2 of the Company's Employee Handbook
    (as from time to time amended).                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|15.  | Interpretation                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|15.1 | Any reference in this Contract to any Act
        or legislation made under any Act shall include any statutory modification
    or re-enactment of it or the provision referred to.                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|15.2 | "Associated Company" means a subsidiary and
        any other company which is for the time being a holding company of the
        Company or another subsidiary of any such holding company and the expressions "subsidiary
    company" and "holding company" shall have the meaning given to them under
    Section 736 of the Companies Act 1985, or such other company or joint venture
    arrangement in which the Company has or from time to time has an interest.               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

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|                                                                           |                                                                                                                                                             
|-------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                           |                                                                                                                                                             
|15.3                                                                       | "The Board" means the Board of Directors
        of Abbey National plc for the time being including any committee of the
        Board duly
appointed by it.
|                                                                           |                                                                                                                                                             
|15.4                                                                       | "The Chairman" means the person for the time
        being
who is Chairman of the Board.                                                                    
|                                                                           |                                                                                                                                                             
|15.5                                                                       | "The Chief Executive" means the person for
        the time
being who is Chief Executive of the Company.                                                    
|                                                                           |                                                                                                                                                             
|15.6                                                                       | The "Remuneration Committee" means a committee
        for
the time being of the Board who are non-executive directors.                                     
|                                                                           |                                                                                                                                                             
|15.7                                                                       | This Contract is governed by and shall be
        construed in accordance with English law and the English Courts shall
    have exclusive jurisdiction.    
|                                                                           |                                                                                                                                                             
|This contract is executed as
    a Deed on the date first mentioned above.
|                                                                           |                                                                                                                                                             
|                                                                           |                                                                                                                                                             
|                                                                           |                                                                                                                                                             

|The Common Seal of ABBEY NATIONAL
          plc
Was hereunto affixed by Order of the
Board of Directors in the presence of : |        
|---------------------------------------------------------------------------------------------------------------------------- | -------
|                                                                                                                             |        
|                                                                                                                             |        
|                                                                                                                             |        
|                                                                                                                            
|                                                                                                                            
|                                                                                                                             | 3196/02

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