Exhibit 4.5


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STRICTLY PRIVATE & CONFIDENTIAL
ADDRESSEE ONLY 
Mark Pain 
Group Finance Director



25th July 2000



Dear Mark,

As you know the PRC is carrying out a comprehensive review of the company's executive
    remuneration arrangements.

An outcome of this is a
decision to increase your salary to £320,000 with effect from 1st August
2000. I will, of course, write to you again if and when the PRC makes any other
changes.

Your sincerely,





John King
  Human Resources Director

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|                                                                                              | Abbey National plc                                                                                                                                         
|--------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                              |                                                                                                                                                            
|STRICTLY PRIVATE ADDRESSEE ONLYMr M A Pain
    Group Finance Director
    Baker StreetBAK C07 | Abbey  House
    201 Grafton Gate East
    Milton Keynes
    MK9 1AN
    Telephone 01908 343289
    Facsimile 01908 343687E-mail jking1@abbeynational.co.uk
|                                                                                              |                                                                                                                                                            
|                                                                                              |                                                                                                                                                            
|                                                                                              | John KingHuman Resources Director                                                                                                                          



JK/KB/117
17th April, 2000



Dear Mark

Variation to your Contract of Employment

The Personnel and Remuneration Committee has agreed to an amendment to the Executive
    Managers' Redundancy Agreement. Clause 12.2 of your Contract of Employment
    sets out the terms which apply in the event of your redundancy and incorporates
    the Executive Managers' Redundancy Agreement.

I am enclosing a copy of the amended clause, Schedule 2, which replaces the existing
    Clause 12.2 in your Contract with effect from 1st March, 2000 and should
    be substituted for it. All other terms of your Contract of Employment remains
    the same.

Yours sincerely



John KingHuman Resources Director

Enc:





The Abbey National Grou p comprises
        Abbey National pic and its subsidiary group of companies.Abbey National plc Registered Office: Abbey House, Baker
  Street, London NW1 6XL. Reg. No. 2294747. Registered in England.

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SCHEDULE 2



STATEMENT OF TERMS APPLICABLE TO SENIOR EXECUTIVES ANDEXECUTIVE MANAGERS OF ABBEY NATIONAL PLC IN THE EVENT OFINVOLUNTARY REDUNDANCY

|1. | Definition                                                                                                                                                                                                                                                           
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                      
|   | Abbey National plc
       ("the Company") adopts the definition of redundancy given in Section 136
       of the Employment Rights Act 1996 ("the Act").
    Redundancy is there defined as a situation where:                                                       
|   |                                                                                                                                                                                                                                                                      
|   | (a)                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                      
|   | (b)                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                      
|   | (c)                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                      
|   | (d)                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                      
|2. | Measures to Avoid
    Redundancy                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                      
|   | It is acknowledged
      that natural wastage can assist in the prevention of redundancy in some
      circumstances but the Company will make every effort to avoid or reduce
    the need for redundancy where in itself natural wastage is insufficient.          
|   |                                                                                                                                                                                                                                                                      
|   | Every effort will
       also be made to re-deploy personnel affected by redundancy into suitable
       jobs. Due regard has to be given to the match between the
       skills of the individual and the skill requirements of the new job and
    account taken of

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|    | the possibility of
      retraining to effect a match. Other factors such as location and domestic
    arrangements may have to be considered.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|3.  | Terms of Severance                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|3.1 | The following terms
      are applied to those employees who leave the Company by way of redundancy.
      A person is redundant if he or she occupies a job which has been declared
      redundant and no suitable alternative employment has been offered. In these
      terms, "length of service" means the period of continuous employment as
    defined in the Act.                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|3.2 | The redundancy payment
      shall be equal to 3.25 x one week's pay for each completed year of service
    subject to:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | –                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | –                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | –                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|3.3 | Where an employee is not required
       to serve all or part of his contractual notice period, he shall (in addition
       to any payment under clause 3.2 above) receive a payment in lieu of notice
    (as defined in the Contract of Employment).                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|3.4 | Where the effective date
       of termination of employment falls within the twenty-four months prior
       to the employee's 60th birthday, the redundancy
       payment
       calculated under clause 3.2 shall be reduced by one twenty-fourth for
       each complete month worked by the employee during the said twenty four
       month
       period (e.g. where there are only two full months to the employee's 60th
       birthday, the redundancy payment shall be two twenty-fourths of the calculated
       amount), but subject to a minimum payment of not less than the amount
       to which the employee would be entitled under the Act.

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|4. | Planning                                                                                                                                                                                                                                                                            
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                     
|   | The Company recognises
        that consultations on the possibility of redundancy arising should take
        place as early as is practicable and that wherever possible this should
        be in advance of any legal commitment which might from time to time arise
    by law.
|   |                                                                                                                                                                                                                                                                                     
|5. | Selection for Redundancy                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                     
|   | The following
    criteria will be borne in mind in the selection of people forredundancy:                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                     
|   | –                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                     
|   | –                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                     
|   | –                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                     
|   | –                                                                                                                                                                                                                                                                                   

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|6.  | Terms of Transfer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|6.1 | Where it is possible to transfer
        a person to avoid redundancy, provided that the person concerned has
        the necessary skills and potential to fill the job, this option will
    be used.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|6.2 | Where a post becomes redundant,
        the Company will seek to place the affected employee in a comparable
        alternative post. Where such post is offered the employee will not be
        regarded as being redundant and therefore will not be entitled to a redundancy
        payment on the terms set out in Clause 3 above. In deciding whether an
        alternative post is comparable, account will be taken of the location
    of the post and the nature and level of responsibilities.                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|6.3 | In some circumstances the Company
        may offer the employee an alternative post which, because of the location
        or nature of the duties, is not fully comparable with their previous
        role. In these cases the post will be offered on the basis of a trial
        period. The length of the trial period shall be determined by the Company
        and shall be at least equivalent to the period of notice required under
        Section 86 of the Act, subject to a minimum of one month and a maximum
        of six months. At the end of the trial period, the Company or the employee
        shall have the right to terminate the contract and in such circumstances
        the employee shall retain the right to a severance payment as set out
    in Clause 3 above.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|6.4 | In the event of a person being
        offered, and accepting, a transfer to a lower grade post, the Company
        shall determine whether or not any salary reductions shall apply (and,
        if so, on what basis they shall take effect) and the basis on which general
    salary increases shall be calculated in respect of the new post.                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|6.5 | On transfer the employee shall
        receive a statement in writing of all aspects of the new post (e.g. what
        the work is, where it is located, the job grade of the post and the change
    in terms and conditions implied by the transfer).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|7.  | Mortgage Arrangements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|7.1 | Where an employee who becomes
        redundant has a mortgage or part mortgage at a staff concessionary rate
        then that mortgage, or part mortgage, will continue at staff rate for
    six months in the case of a person who has less than two years of service
        and for one year in the case of a person who has two years or more of
        service.                                                                                                                                                                                                                                                                                                                                                                                                                                

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|                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                   
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                   
|7.2                                                                                                                                                                                                                                                                   | No decisions will
          be taken relating to the mortgage of a redundant employeewithout
    the involvement of the Human Resources Director.                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                   
|7.3                                                                                                                                                                                                                                                                   | In the event that the former
        employee moves house, either to take up new employment or to reduce the
        mortgage commitment, the Company will, after discussion with the individual,
        be prepared to consider varying its normal lending policies in respect
    of the size of the advance and the repayment arrangements.                                                                                                         
|                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                   
|7.4                                                                                                                                                                                                                                                                   | Where a move is made for the
        reasons set out in Clause 7.3 above and for a period of less than two
        years from the date of expiry of the period of notice the Company will
    not charge a valuation fee for an advance on another property.                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                   
|The provisions outlined
        in Clauses 7.1 to 7.4 above are not intended to be an exhaustive statement
        of the Company's policy or position but merely indicate areas in which
    the Company would offer assistance to employees affected by redundancy.
|                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                   
|8.                                                                                                                                                                                                                                                                    | Pension Arrangements                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                   
|                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                          | (These provisions apply to
          members of the Abbey National Amalgamated PensionScheme only)
|                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                   
|8.1                                                                                                                                                                                                                                                                   | Subject always
          to clause 8.2 below, employees who are made redundant andare
          50 years of age or over may apply for early retirement. The Company
          will normally recommend to the trustees of the Pension Scheme that
          such requestsbe granted on the
          following basis and subject
to any limits laid down by theOccupational
Pensions Regulatory Authority, the Inland Revenue or the Rules of the Scheme:
|                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                   
|                                                                                                                                                                                                                                                                      | 8.1.1   where
        the employee has less than five years' service, the normal terms of the
        Scheme will apply;                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                   
|                                                                                                                                                                                                                                                                      | 8.1.2   where
        the employee has five years or over but less than ten years' service,
        one year will be added to their pensionable service and the actuarial
    reduction will be lessened by one year;                                                                                                                                                                                                                                   

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|    | 8.1.3   where
        the employee has service of ten years or over, two years will be added
        to their pensionable service and the actuarial reduction will be lessened
    by two years.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|8.2 | Clause 8.1 shall be subject to
    the following provisions:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | 8.2.1   In all
        cases, the addition to service referred to in clause 8.1.2 and 8.1.3
        shall not be greater than the employee's prospective service to his or
    her 60th birthday.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | 8.2.2   Employees
        with thirty-three and a third years' service or more and employees with
        less than thirty-three and a third years' service who, through paying
        additional voluntary contributions, have achieved their maximum pension
        entitlement shall not have any more years added to their pensionable
        service or be entitled to any form of cash payment in lieu of the enhancements
    described above.                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | 8.2.3   The periods
        of one and two years respectively referred to in clauses 8.1.2 and 8.1.3
        above (both with regard to addition to pensionable service and actuarial
        reduction) shall be reduced by any period of notice served by an employee
        under a contract of employment (whether actually worked or taken as garden
    leave).                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|8.3 | People who opt for early retirement
        shall not forego payments to which they are entitled under Clause 3 above
    except in the circumstances set out in Clause 3.3. above.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|8.4 | A member of the Abbey National
        Amalgamated Pension Scheme who leaves the service of the Company by reason
        of redundancy and who neither takes an immediate pension nor receives
        a refund of contributions made to the Scheme will be entitled to a deferred
        pension commencing at his/her normal pension date (as defined in the
        Rules of the Scheme) or to transfer his/her pension under the Rules of
        the Scheme. Any deferred pension will be calculated in accordance with
        the Rules of the Scheme and will be subject to increase throughout the
        period from the date of expiry of the period of notice to the Normal
    Pension Date. The increase will be calculated in accordance with the



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|  | Rules of the Scheme and such legislative
    provisions as may be operative at the time.
|- | ----------------------------------------------------------------------------------------
|  |                                                                                         
|9 | Legal Rights                                                                            
|  |                                                                                         
|  | No employee shall forfeit any
    legal rights under these arrangements.                

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C E R T I F I E D     C O P Y

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DATED 21st JANUARY 1998



ABBEY NATIONAL plc



and



MR M A PAIN



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CONTRACT OF EMPLOYMENT

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| |                                                          
| | ---------------------------------------------------------
| |                                                          
| |                                                          
| | I certify this to be a true copy of the
original Contract
| |                                                          





| | Gwyn Malkin
    SolicitorHead of Legal ServicesAbbey National plc22 January 1998
| | --------------------------------------------------------------------------------



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INDEX

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



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CONTRACT OF EMPLOYMENT



OF: 	MARK ANDREW PAIN



TITLE: 	FINANCE DIRECTOR



DATED: 	21st JANUARY 1998

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 Finance Director. We reservethe
          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 Finance Director will
        begin on 1 March 1998 and will continue (subject to earlier termination
        as provided in clause 12 below) until terminated by either the Company's
        giving you 12 months' prior notice in writing or your giving the Company
    6 months' prior notice in writing.                 
|    |                                                                                                                                                                                                                                                                                                                                                   
|1.3 | Your continuous employment with the Company
    began on 3 January 1989.                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                   
|1.4 | The Company's retirement age for both
        men and women is the first of the month following their 60th Birthday.
        Unless your employment has terminated at an earlier date, your employment
    will terminate without any further notice on that date.                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                   
|2.  | Duties                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                   
|2.1 | You will at all times during your employment
        (unless prevented by incapacity) devote your whole time and attention
        exclusively to the business of the Company (and any Associated Company
        in which you are or may from time to time be involved) and perform such
    duties as the Board shall from time to time require.

1

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|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 1 January 1998. You will receive a separate letter confirming
    that appointment.                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|2.4 | You may also be appointed as a Director
        of any Associated Company on such terms particular to that appointment
        which are additional to and not in substitution for the terms of this
    Contract as the Board may from time to time determine.                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|2.5 | You will not without the prior written consent
        of the Board be employed, engaged, concerned or interested or hold any
        directorships in any business or activity other than the business of
        the Company and its Associated Companies save as a registered holder
        of not more than 3% of any class of publicly quoted securities of any
    company.                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|2.6 | You will promptly disclose
          to us and keep confidential all inventions, copyright works, designs
          or technical know-how conceived or made by you alone or with others
          in the course of your employment. You will hold all such intellectual
          property in trust for the Company and will do everything necessary
          or desirable at our expense to vest the intellectual property fully
    in the Company and/or to secure patent or other appropriateforms
    of protection for the intellectual property. 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 registered 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.                                                                                                                                                                                                                                                                                                                                                                                                      

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|4.  | Remuneration                                                                                                                                                                                                                                                                                                               
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                            
|4.1 | You will be paid an annual salary of £175,000
        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                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                            
|    | You will be eligible to participate
        in the Company's Pension Scheme subject to its Deed and rules from time
    to time.                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                            
|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 | The Company also provides
        a number of discretionary benefits. The number and type of benefits may
    vary from time to time but they currently comprise                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                            
|    | (i)                                                                                                                                                                                                                                                                                                                        

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|    | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | a profit sharing scheme, the terms of which
        and the performance criteria shall be advised to eligible employees at
    the time they are made available;                                                                                                                                           
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                            
|    | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 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 29 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
    ofyour actual entitlement.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                            
|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.                                                                                     

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|     |                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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)                                                                                                                                                                                                                                                                                                                                                                                  | that the Company and every Associated
       Company possess a valuable body of Confidential Business Information;                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                
|     | (ii)                                                                                                                                                                                                                                                                                                                                                                                 | that your job will give you access
      to Confidential Business Information in order that you may carry out your
    duties as employee;                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                
|     | (iii)                                                                                                                                                                                                                                                                                                                                                                                | 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;

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|     | (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
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                               
|     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | which you shall acquire at any time during your employment by the Company (or acquired during any previous employment with an Associated Company) and                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                               
|     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | which is not readily ascertainable
      by persons not connected with the Company or any Associated Company either
    at all or without a significant expenditure of labour skill or money.                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                               
|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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

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|     | 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)                                                                                                                                                                    
|     |                                                                                                                                                                         
|     | (iii)                                                                                                                                                                   
|     |                                                                                                                                                                         
|     | (iv)                                                                                                                                                                    
|     |                                                                                                                                                                         
|     | (v)                                                                                                                                                                     
|     |                                                                                                                                                                         
|     | (vi)                                                                                                                                                                    
|     |                                                                                                                                                                         
|     | (vii)                                                                                                                                                                   
|     |                                                                                                                                                                         
|     | (viii)                                                                                                                                                                  

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 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
    in line with the Executive Manager's Redundancy Agreement.                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                    
|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;
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                    
|     | (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 either you or
       the Company serves notice on the other to terminate your employment the
       Company may in its absolute discretion either pay
       you in lieu of notice or require you to take 'garden leave' for all or
    part ofthe remaining period of your employment.                                                                                                                                                                                                             

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|     | If you are asked
       to take garden leave you                                                                         
|---- | -------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                          
|     | (i)                                                                                                                      
|     |                                                                                                                          
|     | (ii)                                                                                                                     
|     |                                                                                                                          
|     | (iii)                                                                                                                    
|     |                                                                                                                          
|     | (iv)                                                                                                                     
|     |                                                                                                                          
|     | (v)                                                                                                                      
|     |                                                                                                                          
|     | During any
       period of garden leave you will continue to receive your full salary and
    benefits.                 
|     |                                                                                                                          
|13.  | Miscellaneous                                                                                                            
|     |                                                                                                                          
|13.1 | The further particular
      terms of employment which must be given to you under the Employment Rights
    Act 1996 are:
|     |                                                                                                                          
|     | (i)                                                                                                                      
|     |                                                                                                                          
|     | (ii)                                                                                                                     

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|13.2 | This Contract and the
          documents referred to sets out the entire agreement andunderstanding
          between you and the Company and is, subject to the provisions under
          clause 1.3 relating to continuity of employment, in substitution for
          any previous contractsof employment
          or for services, all of which are deemed to have been terminated by
    mutual consent.                                                                                      
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|13.3 | Your terms and conditions of employment are
        reviewed by the Remuneration Committee from time to time. You will be
        notified in writing by the Company of any changes to these terms and
    conditions.                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|13.4 | The Company will reimburse
          to you all travelling, hotel, entertainment and other expensesreasonably
          incurred by you in the proper performance of your duties subject to
          yourcomplying 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 theexpenses
    as the Company may reasonably require.                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|13.5 | We will issue you with a charge or credit
        card which you must only use for Company and Associated Company business
    purposes.                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|13.6 | Any notice given under this contract must
        be in writing. If you wish to terminate your employment, notice will
        be regarded as properly served if you give it to the Chief Executive
        of the Board 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.  | Interpretation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|14.1 | Any reference in this Contract to any Act
        or legislation made under any Act shall include any statutory modification
    or re-enactment of it or the provision referred to.                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|14.2 | "Associated Company" means a subsidiary and
        any other company which is for the time being a holding company of the
        Company or another subsidiary of any such holding company and the expressions "subsidiary
        company" and "holding company" shall have the meaning given to them under
        Section 736 of the Companies Act 1985,
or such other                                                                                                                            

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|                                                                           | company or joint venture arrangement in which
    the Company has or from time to time has an interest.                                                 
|-------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                           |                                                                                                                                                         
|14.3                                                                       | "The Board" means the Board of Directors
        of Abbey National plc for the time being including any committee of the
    Board duly appointed by it.
|                                                                           |                                                                                                                                                         
|14.4                                                                       | "The Chairman" means the person for the time
    being who is Chairman of the Board.                                                                    
|                                                                           |                                                                                                                                                         
|14.5                                                                       | "The Chief Executive" means the person for
    the time being who is Chief Executive of the Company.                                                    
|                                                                           |                                                                                                                                                         
|14.6                                                                       | The "Remuneration Committee" means a committee
    for the time being of the Board who are non-executive directors.                                     
|                                                                           |                                                                                                                                                         
|14.7                                                                       | This Contract is governed by and shall be
        construed in accordance with English law and the English Courts shall
    have exclusive jurisdiction.
|                                                                           |                                                                                                                                                         
|This contract is executed as
    a Deed on the date first mentioned above.



|The Common Seal
          of 
ABBEY NATIONAL plc was
hereunto affixed by Order of the
Board of Directors in the presence of: | 1893/98
|---------------------------------------------------------------------------------------------------------------------------- | -------
|                                                                                                                             |        
|                                                                                                                             |        
|                                                                                                                             |        
|                                                                                                                             |        
|                                                                                                                            

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|Executed as a Deed by Mark
    Andrew Pain | 
|------------------------------------------ | 
|                                          
|Witnessed by:                              | 
|                                           | 
|                                          
|                                           | 
|                                           | 



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