**Exhibit 1.1**

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No. 2294747

 

 

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ABBEY NATIONAL plc

MEMORANDUM

AND

ARTICLES OF ASSOCIATION

 

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24 April 2003

 

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Index

|                      |                                                         | Page |
|---------------------------|--------------------------------------------------------------|------|
|                      |                                                         |      |
| MEMORANDUM OF ASSOCIATION | 1                                                            |
|                      |                                                         |
| ARTICLES OF ASSOCIATION   | 9                                                            |
|                      |                                                         |
| General Provisions        |                                                              |
| 1.                        | Exclusion of Table          A                                | 9    |
| 2.                        | Definitions                                                  | 9    |
| 3.                        | Form of resolution                                           | 12   |
| 4.                        | Authorised share          capital                            | 12   |
| 5.                        | Rights attached          to shares                           | 21   |
| 6.                        | Redeemable shares                                            | 22   |
| 7.                        | Variation of rights                                          | 22   |
| 8.                        | Pari passu issues                                            | 22   |
| 9.                        | Unissued shares                                              | 22   |
| 10.                       | Payment of commission                                        | 24   |
| 11.                       | Trusts not recognised                                        | 24   |
| 12(A)                     | Right to share          certificate                          | 25   |
| 12(B)                     | Uncertificated          Shares                               | 25   |
| 13.                       | Names of holders                                             | 26   |
| 14.                       | Replacement of          share certificates                   | 26   |
| 15.                       | Execution of          share certificates                     | 26   |
| 16.                       | Company’s          lien on shares not fully paid       | 26   |
| 17.                       | Enforcing lien          by sale and application of proceeds  | 27   |
| 18.                       | Stock and share          warrants to bearer                  | 27   |
| 19.                       | Calls                                                        | 27   |
| 20.                       | Payment on calls                                             | 28   |
| 21.                       | Liability of          joint holders                          | 28   |
| 22.                       | Interest due          on non-payment                         | 28   |
| 23.                       | Sums due on allotment          treated as calls              | 28   |
| 24.                       | Power to differentiate                                       | 28   |
| 25.                       | Payment of calls          in advance                         | 28   |
| 26.                       | Notice if call          or instalment not paid               | 29   |
| 27.                       | Form of notice                                               | 29   |
| 28.                       | Forfeiture if          non-compliance with notice            | 29   |
| 29.                       | Notice after          forfeiture                             | 29   |
| 30.                       | Sale of forfeited          shares                            | 29   |
| 31.                       | Arrears to be          paid notwithstanding forfeitures      | 30   |
| 32.                       | Statutory declaration          as to forfeiture              | 30   |
| 33.                       | Transfer                                                     | 30   |
| 34.                       | Execution of          transfer                               | 30   |
| 35.                       | Right to decline          registration of partly paid shares | 30   |
| 36.                       | Other rights          to decline registration                | 31   |

 

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| 37.    | Notice of refusal                                                      | 31 |
|--------|------------------------------------------------------------------------|----|
| 38.    | No fee for registration                                                | 31 |
| 39.    | Closure of register                                                    | 31 |
| 40.    | Transmission          on death                                         | 31 |
| 41.    | Entry of transmission          in register                             | 32 |
| 42.    | Election of person          entitled by transmission                   | 32 |
| 43.    | Rights of person          entitled by transmission                     | 32 |
| 44.    | Untraced shareholders                                                  | 32 |
| 45.    | Increase, consolidation,          subdivision and cancellation         | 35 |
| 46.    | Fractions                                                              | 35 |
| 47.    | Reduction of          capital                                          | 36 |
| 48.    | Purchase of own          shares                                        | 36 |
| 49.    | Extraordinary          general meetings                                | 36 |
| 50.    | Annual general          meetings                                       | 36 |
| 50a.   | Summary Financial          Statements                                  | 36 |
| 51.    | Calling of extraordinary          general meetings                     | 36 |
| 52.    | Length of notice                                                       | 37 |
| 53.    | Omission or non-receipt          of notice                             | 37 |
| 54(A). | Control of attendance                                                  | 37 |
| 54(B)  | Security Agreements                                                    | 38 |
| 55.    | Quorum                                                                 | 38 |
| 56.    | Procedure if          quorum not present                               | 38 |
| 57.    | Chairman of general          meeting                                   | 38 |
| 58.    | Directors’ right          to attend and speak                    | 39 |
| 59.    | Adjournments                                                           | 39 |
| 59a.   | Postponement          of General Meetings                              | 39 |
| 60.    | Notice of adjourned          meeting                                   | 40 |
| 61.    | Amendments to          resolutions                                     | 40 |
| 62.    | Votes of members                                                       | 40 |
| 63.    | Method of voting                                                       | 40 |
| 64.    | Procedure if          poll demanded                                    | 41 |
| 65.    | When poll to          be taken                                         | 41 |
| 66.    | Continuance of          other business after poll demand               | 41 |
| 67.    | Votes on a poll                                                        | 41 |
| 68.    | Casting vote          of chairman                                      | 41 |
| 69.    | Votes of joint          holders                                        | 41 |
| 70.    | Voting on behalf          of incapable member                          | 42 |
| 71.    | No right to vote          where sums overdue on shares                 | 42 |
| 72.    | Suspension of          voting rights where non-disclosure of interests | 42 |
| 73.    | Objections or          errors in voting                                | 44 |
| 74.    | Execution of          proxies                                          | 44 |
| 75.    | Delivery of proxies                                                    | 45 |
| 76.    | Maximum validity          of proxy                                     | 45 |
| 77.    | Form of proxy                                                          | 45 |
| 78.    | Cancellation          of proxy’s authority                       | 46 |
| 79.    | Representatives                                                        | 46 |
| 80.    | Number of directors                                                    | 47 |

 

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| 81.  | Directors’ fees                                          | 47 |
|------|----------------------------------------------------------------|----|
| 82.  | Age of directors                                               | 47 |
| 83.  | Power of Company          to appoint directors                 | 48 |
| 84.  | Power of board          to appoint directors                   | 48 |
| 85.  | Number to retire          by rotation                          | 48 |
| 86.  | Identity of directors          to retire                       | 48 |
| 87.  | Filling rotation          vacancies                            | 48 |
| 88.  | Power of removal          by special resolution                | 49 |
| 89.  | Persons eligible          as directors                         | 49 |
| 90.  | Position of retiring          directors                        | 49 |
| 91.  | Vacation of office          by directors                       | 49 |
| 92.  | Alternate directors                                            | 50 |
| 93.  | Executive directors                                            | 51 |
| 94.  | Additional remuneration                                        | 51 |
| 95.  | Expenses                                                       | 51 |
| 96.  | Pensions and          gratuities for directors                 | 51 |
| 97.  | Permitted interests          and voting                        | 51 |
| 98.  | General powers          of Company vested in board             | 54 |
| 99.  | Borrowing powers                                               | 55 |
| 100. | Executive boards          for businesses and special directors | 55 |
| 101. | Powers of attorney                                             | 55 |
| 102. | Delegations          to individual directors                   | 56 |
| 103. | Official seals                                                 | 56 |
| 104. | Registers                                                      | 56 |
| 105. | Provision for          employees                               | 56 |
| 106. | Board meetings                                                 | 56 |
| 107. | Notice of board          meetings                              | 56 |
| 108. | Quorum                                                         | 57 |
| 109. | Directors below          minimum through vacancies             | 57 |
| 110. | Appointment          of chairman                               | 57 |
| 111. | Competence of          meetings                                | 57 |
| 112. | Voting                                                         | 57 |
| 113. | Delegation to          committees                              | 57 |
| 114. | Resolution in          writing                                 | 58 |
| 115. | Validity of          acts of board or committee                | 58 |
| 116. | Participation          in meetings by telephone                | 58 |
| 117. | Use of seals                                                   | 58 |
| 118. | Declaration          of dividends by the Company               | 59 |
| 119. | Payment of interim          dividends by board                 | 59 |
| 120. | Calculations          and currency of dividends                | 59 |
| 121. | Amounts due          on shares may be deducted from dividends  | 60 |
| 122. | No interest          on dividends                              | 60 |
| 123. | Payment procedure                                              | 60 |
| 124. | Forfeiture of          unclaimed dividends                     | 61 |
| 125. | Uncashed Dividends                                             | 61 |
| 126. | Cessation of          payment of dividends                     | 61 |
| 127. | Dividends not          in cash                                 | 62 |

 

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| 128.   | Scrip dividends                                                                             | 62 |
|--------|---------------------------------------------------------------------------------------------|----|
| 129.   | Power to capitalise          reserves and funds                                             | 64 |
| 130.   | Settlement of          difficulties in distribution                                         | 64 |
| 131.   | Power to choose          any record date                                                    | 64 |
| 132.   | Records to be          kept                                                                 | 65 |
| 133.   | Inspection of          records                                                              | 65 |
| 134.   | Service of notices                                                                          | 65 |
| 135.   | Record date          for service                                                            | 65 |
| 136.   | Members resident          abroad                                                            | 66 |
| 137.   | When notice          deemed served                                                          | 66 |
| 138.   | Service of notice          on person entitled by transmission                               | 66 |
| 139.   | Notice when          post not available                                                     | 67 |
| 140.   | Presumptions          where documents destroyed                                             | 67 |
| 141.   | Distribution          of assets otherwise than in cash                                      | 68 |
| 142.   | Indemnity of          officers                                                              | 68 |
|   | RESOLUTIONS REQUIRED          TO BE ANNEXED TO OR EMBODIED IN ARTICLES OF ASSOCIATION  | 69 |

 

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No. 2294747

THE COMPANIES ACT 1985

COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

of

ABBEY NATIONAL plc

1.      The    name of the Company is “ABBEY NATIONAL plc”.

2.      The    Company is to be a public Company.

3.      The    registered office of the Company will be situated in England. 

4.      The    objects for which the Company is established are:-

| (A) | (1)     To        enter into a transfer agreement pursuant to Section 97 of the Building        Societies Act 1986 (the “BSA”) with Abbey National Building        Society (the “Society”) and, pursuant thereto, to assume        and conduct, after the vesting day thereunder, as the same is defined        in the BSA, the business of the Society and upon vesting of the property,        rights, liabilities and obligations thereof in the Company pursuant to        the said transfer agreement and the BSA, to carry on such business. |
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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
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|   | (2)     To        carry on the business of banking in all its aspects, including but not        limited to all businesses of a financial or monetary nature and any business        which now is or at any time during the existence of the Company may be        usually or commonly carried on as part of or in connection with, or which        may conduce to or be calculated to facilitate or render profitable or        more profitable the transaction of, the business of banking or of dealing        in money or securities or the provision of financial services of any        kind, in any part of the world, and in particular (but without prejudice        to the generality of the foregoing):- |

|   |   |                                                                                                                                                                                                                                 |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   | (a)      to        receive money on current account or on deposit or otherwise on any terms,        and to borrow, raise or take up money, with or without security, and        to employ and use the same; |

|   |   |                                                                                                                                                                                                                                                                                                                                                                   |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   | (b)      to        deposit, lend or advance money, securities or other property of any kind        or give credit, with or without security, and generally to make or negotiate        loans and advances of every kind on any terms in any currency and whether        or not the Company receives any consideration or advantage therefrom; |

|   |   |                                                                                                                                                                                                                                                                                                                                                                                                       |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   | (c)      to        draw, make, accept, endorse, grant, discount, issue, execute, guarantee,        negotiate, transfer, acquire, subscribe or tender for, buy, sell, hold,        invest or deal in, borrow, honour, retire, pay, secure or otherwise dispose        of obligations, instruments and securities (whether transferable or negotiable        or not) of every kind; |

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|   |   | (d)      to        grant, issue, negotiate and in any manner deal with or in travellers’ cheques,        letters of credit, circular notes, money orders, drafts and other forms        of credit and instruments of every kind; |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   |   |                                                                                                                                                                            |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   | (e)      to        buy, sell and deal in foreign exchange, currencies, futures, precious        metals, bullion, specie and commodities of every kind; |

|   |   |                                                                                                                                                                   |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   | (f)      to        receive on deposit or for safe custody or otherwise cash, securities,        documents and valuables of every description; |

|   |   |                                                                                                                                                                                                                                                                                                         |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   | (g)      to        collect, hold and transmit money and securities and to act as agents        for the receipt or payment of money or for the receipt or delivery of        securities and documents, and to provide clearing and money transmission        services of every kind; |

|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                 |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   | (h)      to        issue and transact business in respect of all types of bankers’ cards,        credit cards, charge cards, cash cards, cheque guarantee cards, debit        cards and similar cards or tokens whether issued by the Company or by        any other person and generally to transact business in relation to all        kinds of bankers’ payment systems; and |

|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   | (i)      to        act as agents, brokers, advisers, managers or consultants in relation        to the investment of money, the lending of money or securities, financial        transactions of all kinds, the management of property and all insurance,        pension and taxation matters, and generally to transact all agency, broking,        advisory, managerial or consultancy business of every kind. |

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | (3)      To        the extent that the same would not be authorised under paragraph (2)        of this paragraph 4(A) to be transacted or done to borrow or raise or        take up money in such manner and upon such terms and on such security        as may seem to the Directors to be expedient and in particular (but without        prejudice to the generality of the foregoing) by the issue or deposit        of debentures or debenture stock or other securities of any description        and to secure all or any of the Company’s liabilities in respect        of money borrowed, raised or owing or any other debt or obligation of        or binding on the Company in such manner as may be thought expedient        and in particular by mortgage, charge or lien upon all or any part of        the undertaking, property and assets, present or future, and uncalled        capital of the Company. |

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | (4)      To        carry on financial business and financial operations of all kinds and        in particular (but without prejudice to the generality of the foregoing)        to finance or assist in the financing of the acquisition, hire, lease        or sale of real and personal property of every kind, and the provision        of services in connection therewith, whether by way of personal loan,        hire purchase, instalment finance, conditional or credit sale, deferred        payment or otherwise and to acquire by assignment or otherwise debt,        owing to any person or company and to collect such debts. |

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | (5)      To        undertake and execute the office of executor, administrator, attorney,        judicial and custodian trustee, liquidator, manager, receiver, committee        and treasurer and to establish, undertake and execute trusts of all kinds,        whether private or public, including religious and charitable trusts        and generally to carry on trustee and executor business in all its aspects,        either gratuitously or otherwise, and generally on such terms as may        be thought expedient and in particular (but without prejudice to the        generality of the foregoing) to act as trustees for the |

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|   | holders of any securities of        any company or person and as managers and trustees of unit trusts, investment        trusts and pension, benevolent and other funds and to transact all kinds        of business arising in connection with any of the foregoing offices and        trusts, and to establish, settle and regulate and, if thought fit, undertake        and execute any trusts with a view to the issue of any securities, certificates        or other documents based on or representing any securities or other assets        appropriated for the purposes of any such trust. |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   |                                                                                                                                                                                                                                         |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | (6)      To        undertake and provide any service required in connection with or relating        to individual insolvency or bankruptcy or the administration, receivership        or winding-up of any company. |

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | (7)      To        carry on business as a finance house and issuing house and investment        and trust company and as dealers in securities, and to introduce, promote,        effect, negotiate, offer for sale by tender or otherwise, guarantee,        underwrite, secure the subscription or placing of, subscribe or tender        for or procure the subscription of (whether absolutely or conditionally),        participate in, manage or carry out, on commission or otherwise, any        issue, public or private, of the securities of any company, and to lend        money for the purposes of any such issue. |

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | (8)      To        enter into any guarantee, bond, recognisance, contract of indemnity or        suretyship and otherwise give security or become responsible for the        performance of any obligation or duties by any person, including (but        without limitation) any company comprised in the Group or any company        otherwise associated with the Company in business, and in particular        (but without prejudice to the generality of the foregoing) to guarantee,        support or secure, whether by personal undertaking or covenant or by        mortgaging or charging all or any part of the undertaking, property and        assets, present or future, and uncalled capital of the Company, or by        both such methods or in any other manner whatsoever, the performance        of the obligations of, and the payment of monies secured by, or payable        under or in respect of the securities of, any person, including as aforesaid,        and to give and take counter-guarantees and indemnities, and to receive        security for the implementation of any obligation; and to undertake the        insurance, re-insurance and counter-insurance of all kinds of risks and        generally to carry on the business of an insurance and guarantee company        in all its aspects, in all such cases on such terms as may seem to the        Directors to be expedient and whether or not the Company receives any        consideration or advantage therefrom. |

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (B)    | To carry on any business,        undertaking, transaction or operation commonly carried on or undertaken        by manufacturers, merchants and dealers (both wholesale and retail) in        all or any articles of commercial and personal use and consumption, importers,        exporters, shipowners, bankers, factors, capitalists, promoters, financiers,        real property dealers and investors, concessionaires, brokers, contractors,        mercantile and general agents, advertising agents, publishers, carriers        and transporters of all kinds and to carry on all or any of the said        businesses either together as one business or as separate distinct businesses        in any part of the world. |

|   |                                                                                                                                                                                                                                                                                                                                             |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (C)    | To acquire and assume for        any estate or interest and to take options over, construct, develop or        exploit any property, real or personal, privileges and rights of any        kind and the whole or any part of the undertaking, assets and liabilities        of any person and to act and carry on business as a holding company. |

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| (D) | To manufacture, process, import,        export, deal in and store any goods and other things and to carry on        the business of manufacturers, processors, importers, exporters and storers        of and dealers in any goods and other things. |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (E)    | To acquire and exploit lands,        mines and mineral rights and to acquire, explore for and exploit any        natural resources and to carry on any business involving the ownership        or possession or development of land or other immovable property or buildings        or structures thereon and to construct, erect, install, enlarge, alter        and maintain buildings, plant and machinery and to carry on business        as builders, contractors and engineers. |

|   |                                                                                                                                     |
|--------|------------------------------------------------------------------------------------------------------------------------------------------|
| (F)    | To provide services of all        descriptions and to carry on business as advisers, consultants, brokers        and agents of any kind. |

|   |                                                                                                                                                                                                                                                                                                            |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (G)    | To advertise, market and sell        the products and services of the Company and of any other person and        to carry on the business of advertisers or advertising agents or of a        marketing and selling organisation or of a supplier, wholesaler, retailer,        merchant or dealer of any kind. |

|   |                                                                                                                                                                                       |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (H)    | To provide technical, cultural,        artistic, educational, entertainment or business material, facilities        or services and to carry on any business involving any such provision. |

|   |                                                                                                                                                                                         |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (I)    | To invest money of the Company        in any investments and to hold, sell or otherwise deal with such investments,        and to carry on the business of a property or investment company. |

|   |                                                                                                                                                                         |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (J)    | To acquire and carry on any        business carried on by a subsidiary or a holding company of the Company        or another subsidiary of a holding company of the Company. |

|   |                                                                                                                                                                                                                                                                                            |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (K)    | To enter into any arrangements        with any government or authority or person and to obtain from any such        government or authority or person any legislation, orders, rights, privileges,        franchises and concessions and to carry out exercise and comply with        the same. |

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (L)    | To amalgamate or enter into        partnership or any profit-sharing arrangement with, and co-operate or        participate in any way with or to take over or assume any obligation        of, or to assist or subsidise any person or to purchase or otherwise        acquire and undertake all or any part of the business, property and liabilities        of any person and to promote or join in the promotion of any company        whether or not having objects similar to those of the Company. |

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (M)    | To be the holding company        of companies carrying on or engaged in, or about to carry on or engage        in, or formed for the purpose of carrying on or engaging in, any businesses        or transactions whether or not being businesses or transactions which        the Company is authorised to carry on or engage in, and for that purpose        to acquire (whether by purchase, subscription or otherwise), hold, deal        in and dispose of shares, stocks, debentures and other securities of        any such companies and to exercise and enforce all rights and powers        conferred by or incident to the ownership of any such shares, stocks,        debentures and other securities and to promote, organise, incorporate,        float, reorganise and finance and to aid and assist financially or otherwise        any such companies and in this Clause any reference to the Company’s        advantage or to the Company’s interests shall be construed as a        reference to the advantage or to the interests, as the case may be, of        any of (i) the Group as a whole, and (ii) one or more of the companies        for the time being comprised in the Group. |

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| (N) | To apply for and take out,        purchase or otherwise acquire, renew or protect any trade and service        marks and names, designs, copyrights, patents, patent rights, inventions        and secret processes and any other rights of any kind and to carry on        the business of an inventor, designer or research organisation. |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (O)    | To sell, exchange, mortgage,        charge, let, grant licences, easements, options, servitude’s and        other rights over, and in any other manner deal with or dispose of, all        or any part of the undertaking, property and assets (present and future)        of the Company for any consideration and in particular (without prejudice        to the generality of the foregoing) for any securities or for a share        of profit or a royalty or other periodical or deferred payment. |

|   |                                                                                                                                                                                                                                                                                                                                                                                                   |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (P)    | To issue and allot and grant        options over securities of the Company for cash or in payment or part        payment for any real or personal property purchased or otherwise acquired        by the Company or any services rendered to the Company or as security        for any obligation or amount (even if less than the nominal amount of        such securities) or for any other purpose. |

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (Q)    | To give any remuneration or        other compensation or reward for services rendered or to be rendered        in placing or procuring subscriptions of, or otherwise assisting in the        issue of any securities of the Company or in or about the formation of        the Company or the conduct or course of its business, and to establish        or promote, or concur or participate in establishing or promoting, any        company, fund or trust and to subscribe for, underwrite, purchase or        otherwise acquire securities of any company, fund or trust and to carry        on the business of company, fund, trust or business promoters or managers        and of underwriters or dealers in securities, and to act as director        of and as secretary, manager, registrar or transfer agent for any other        company and to act as trustee of any kind and to undertake and execute        any trust and any trust business (including the business of acting as        trustee under wills and settlements and as executor and administrator). |

|   |                                                                                                                                                                                                                                                                                                           |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (R)    | To pay and discharge all the        costs, charges and expenses preliminary or incidental to the promotion,        formation, establishment and incorporation of the Company, and to procure        the registration or incorporation of the Company in or under the laws        of any place outside England. |

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (S)    | To grant or procure the grant        of donations, gratuities, pensions, annuities, allowances, or other benefits,        including benefits on death to any directors, officers or employees or        former directors, officers or employees or agents of the Company or any        company which at any time is or was a subsidiary or a holding company        of the Company or another subsidiary of a holding company of the Company        or otherwise associated with or related to the Company or of any predecessor        in business of any of them, and to the relations, connections or dependants        of any such persons, and to other persons whose service or services have        directly or indirectly been of benefit to the Company or whom the Board        of Directors of the Company considers have any moral claim on the Company        or to their relations, connections or dependants, and to establish and        maintain any scheme for facilitating the ownership by employees of the        Company of shares in the Company or to enable employees to participate        in the profits of the Company and to establish or support any funds,        trusts, insurance’s or schemes or any associations, institutions,        clubs, sports and social facilities, schools, building and housing schemes,        funds and trusts, and to make payments towards insurance’s or other        arrangements likely to benefit any such persons or otherwise advance        the interests of the Company or of its Members, and to subscribe, guarantee        or pay money for any purpose likely, directly or indirectly, to further        the interests of the Company or of its Members or for any national, charitable,        benevolent, educational, social, public, general or useful object. |

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| (T) | To cease carrying on or wind        up any business or activity of the Company, and to cancel any registration        of and to wind up or procure the dissolution of the Company in any state        or territory. |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   |                                                                                                                                                                  |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (U)    | To distribute any of the property        or assets of the Company or any proceeds of sale or other disposal among        its creditors and Members in specie or kind. |

|   |                                                                                                                                                                                                                                                                   |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (V)    | To do all or any of the things        or matters aforesaid in any part of the world and either as principals,        agents, contractors, trustees or otherwise and by or through trustees,        agents or otherwise and either alone or in conjunction with others. |

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (W)    | To carry on any other business        or activity and do anything of any nature which in the opinion of the        Board of Directors of the Company is or may be capable of being conveniently        carried on or done in connection with the above, or likely directly or        indirectly to enhance the value of or facilitate the realisation of or        render more profitable all or any part of the Company’s undertaking        property or assets or otherwise to advance the interests of the Company        or of its Members. |

|   |                                                                                                                                                                                                     |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (X)    | To do all such other things        as in the opinion of the Board of Directors of the Company are or may        be incidental or conducive to the attainment of the above objects or        any of them. |

And it is hereby declared that “company” in      this clause, except where used in reference to this Company, shall include      any partnership or other body of persons, whether incorporated or not incorporated,      and whether formed, incorporated, domiciled or resident in the United Kingdom      or elsewhere, “Group” shall include the Company and any subsidiary      or related company as those terms are defined in the Companies Act 1985, “person” shall      include any company as well as any other legal or natural person, “securities” shall      include any fully, partly or nil paid or no par value share, stock, unit,      debenture, debenture or loan stock, deposit receipt, bill, bond, depository      receipt, note, warrant, coupon, right to subscribe or convert, or similar      right or obligation, “and” and “or” shall mean “and/or” where      the context so permits, words denoting the singular shall include the plural      and vice versa, “other” and “otherwise” shall not      be construed ejusdem generis where a wider construction is possible, and      the objects specified in the different paragraphs of this clause shall      not, except where the context expressly so requires, be in any way limited      or restricted by reference to or inference from the terms of any other      paragraph or the name of the Company or the nature of any business carried      on by the Company, but may be carried out in as full and ample a manner      and shall be construed in as wide a sense as if each of the said paragraphs      defined the objects of a separate, distinct and independent company.

5.      The    liability of the Members is limited. 

6.     *    The share capital of the Company is £1,175,000,000, US$10,000,000 and €10,000,000    divided into 1,750,000,000 Ordinary Shares of 10p each, 1,000,000,000 Sterling    Preference Shares of £1 each, 1,000,000,000 Dollar Preference Shares    of US$0.01 each and 1,000,000,000 Euro Preference Shares of €0.01 each,    and the Company shall have the power to divide the original or any increased    capital into several classes, and to attach thereto any preferential, deferred,    qualified or other special rights, privileges, restrictions or conditions.

*The Company was incorporated with    capital of £50,000 divided into 50,000 Shares of £1 each.

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By Ordinary Resolution passed on    28th February, 1989, the capital of the Company was increased from £50,000    divided into shares of £1 each to £56,000,000 divided into shares    of 10p each by the subdivision of the existing 50,000 shares of £1    into 500,000 Ordinary Shares of 10p and the creation of 559,500,000 new Ordinary    Shares of 10p each.

By Special Resolution passed on 14th    June, 1989, the capital of the Company was increased to £175,000,000    by the creation of 1,190,000,000 additional ordinary shares of 10p each.

By Ordinary Resolution passed on    28th April, 1994, the capital of the Company was increased to £675,000,000    and US$10,000,000 by the creation of 500,000,000 preference shares of £1    each and 1,000,000,000 preference shares of US$0.01 each.

By Ordinary Resolution passed on    17th April, 1996, the capital of the Company was increased to £1,175,000,000    and US$10,000,000 by the creation of 500,000,000 additional preference shares    of £1 each.

By Special Resolution passed on 27th    April, 2000, the capital of the Company was increased to £1,175,000,000,    US$10,000,000 and €10,000,000 by the creation of 1,000,000,000 preference    shares of €0.01 each.

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| We, | the several persons whose        names and addresses are subscribed, are desirous of being formed into        a company, in pursuance of the Memorandum of Association, and we respectively        agree to take the number of shares in the capital of the Company set        opposite our respective names. |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   |                                                                                                                                                                                                                                                                                          |        |                                                      |   |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|------------------------------------------------------|--------|
|   | NAMES, ADDRESSES        AND DESCRIPTIONS     OF SUBSCRIBERS.                                                                                                                                                                                                    |   | Number of Shares      taken by each      Subscriber. |   |
|   |                                                                                                                                                                                                                                                                                          |        |                                                      |   |
|   | BARRY JOHN ELLIS,      Lyghe House,      Court Close,      Bray,      Maidenhead,      Berkshire SL6 2DL                                                                                                                                                                                 |   | 49,999                                               |   |
|   |                                                                                                                                                                                                                                                                                     |   |                                                 |   |
|   | BUILDING SOCIETY GENERAL MANAGER      AND SECRETARY                                                                                                                                                                                                                                      |   |                                                 |   |
|   |                                                                                                                                                                                                                                                                                          |        |                                                      |   |
|   |      WITNESS        to the above signature:-                                                                                                                                                                                                                    |   |                                                 |   |
|   |                                                                                                                                                                                                                                                                                     |   |                                                 |   |
|   | STEPHEN CHARLES ADDISON SMITH,      5 Montague Road,      Berkhamsted,      Herts HP4 3DS                                                                                                                                                                                                |   |                                                 |   |
|   |                                                                                                                                                                                                                                                                                     |   |                                                 |   |
|   | BUILDING SOCIETY MANAGER                                                                                                                                                                                                                                                                 |   |                                                 |   |
|   |                                                                                                                                                                                                                                                                                     |   |                                                 |   |
|   | NORMAN WILKES,      Westwoods,      65 Newport Road,      Woburn Sands,      Milton Keynes,      Bucks MK17 8UQ                                                                                                                                                                          |   | 1                                                    |   |
|   |                                                                                                                                                                                                                                                                                     |   |                                                 |   |
|   | BUILDING SOCIETY MANAGER                                                                                                                                                                                                                                                                 |   |                                                 |   |
|   |                                                                                                                                                                                                                                                                                          |        |                                                      |   |
|   |                                                                                                                                                                                                                                                                                     |   |                                                 |   |
|   |      WITNESS        to the above signature:-                                                                                                                                                                                                                    |   |                                                 |   |
|   |                                                                                                                                                                                                                                                                                     |   |                                                 |   |
|   |      STEPHEN        CHARLES ADDISON SMITH     5 Montague Road,     Berkhamsted,     Herts     HP4 3DS     Building Society Manager |   |                                                 |   |
|   |                                                                                                                                                                                                                                                                                     |   |                                                 |   |
|   |      DATED        the 30th day of August, 1988                                                                                                                                                                                                             |   |                                                 |   |

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No. 2294747

THE COMPANIES ACT 1985

ARTICLES OF ASSOCIATION

of

ABBEY NATIONAL plc

(Articles adopted on 24th April    2003)

----

GENERAL PROVISIONS

INTERPRETATION

Exclusion of Table A

1.      No    regulations set out in any statute, or in any statutory instrument or other    subordinate legislation made under any statute, concerning companies shall    apply as the regulations or articles of association of the Company.

Definitions

2.      In    these articles unless the context otherwise requires:-

|   | “the Act” means the        Companies Act 1985 as in force at the date of adoption of these articles;                                                                                                            |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                             |
|   | “address”, in        relation to electronic communications, includes any number or address        used for the purposes of such communications;                                                                      |
|   |                                                                                                                                                                                                                             |
|   | “ANBS” means Abbey National        Building Society;                                                                                                                                                                 |
|   |                                                                                                                                                                                                                             |
|   | “these articles” means        these articles of association as altered from time to time by special        resolution and the expression “this article” shall        be construed accordingly; |
|   |                                                                                                                                                                                                                             |
|   | “the auditors” means        the auditors for the time being of the Company or, in the case of joint        auditors, any one of them;                                                                           |
|   |                                                                                                                                                                                                                             |
|   | “the board” means        the board of directors from time to time of the Company or the directors        present at a meeting of the directors at which a quorum is present;                                    |
|   |                                                                                                                                                                                                                             |
|   | “the Building Societies Act” means        the Building Societies Act 1986 as in force at the date of adoption of        these articles;                                                               |

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|   | “certificated share” means        a share which is not an uncertificated share;                                                                                                                                                                                             |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                    |
|   | “clear days” in relation        to the period of a notice means that period excluding the day when the        notice is served or deemed to be served and the day for which it is given        or on which it is to take effect;                                       |
|   |                                                                                                                                                                                                                                                                                    |
|   | “the Companies Acts” means        every statute (including any orders, regulations or other subordinate        legislation made under it) from time to time in force concerning companies        in so far as it applies to the Company;                          |
|   |                                                                                                                                                                                                                                                                                    |
|   | “the Company” means        Abbey National plc;                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                    |
|   | “dematerialised instruction” means        an instruction sent or received by means of a relevant system;                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                    |
|   | “dollar preference shares” means        the preference shares of US$0.01 each in the capital of the Company;                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                    |
|   | “dollars”, “US$” and “cents” means        the lawful currency for the time being of the United States of America;                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                    |
|   | “electronic signature” means        anything in electronic form which the board requires to be incorporated        into or otherwise associated with an electronic communication for the        purpose of establishing the authenticity or integrity of the communication; |
|   |                                                                                                                                                                                                                                                                                    |
|   | “euro preference shares” means        the preference shares of €0.01 each in the capital of the Company;                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                    |
|   | “the Group” means        the Company and its subsidiaries;                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                    |
|   | “the holder” in relation        to any shares means the member whose name is entered in the register        as the holder of those shares;                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                    |
|   | “instruction” includes        any instruction, election, acceptance or any other message of any kind;                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                    |
|   | “issuer-instruction” means        a properly authenticated dematerialised instruction attributable to a        participating issuer;                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                    |
|   | “member” means a member        of the Company;                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                    |
|   | “N&P” means the National        and Provincial Building Society;                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                    |
|   | “the office” means        the registered office of the Company;                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                    |
|   | “Operator” means a person        approved by the Treasury as the Operator of the relevant system;                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                    |
|   | “Operator-instruction” means        an authenticated dematerialised instruction attributable to the Operator;                                                                                                                                                               |

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|   | “ordinary shares” means        the ordinary shares of 10p each in the capital of the Company;                                                                                                                                                                                            |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                      |
|   | “paid up” means paid        up or credited as paid up;                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                      |
|   | “participating class” means        a class of shares for the time being a participating class title to which        is recorded on the relevant system register as being held in uncertificated        form;                                                                                  |
|   |                                                                                                                                                                                                                                                                                                      |
|   | “person entitled by transmission” means        a person whose entitlement to a share in consequence of the death or        bankruptcy of a member or of any other event giving rise to its transmission        by operation of law has been noted in the register;             |
|   |                                                                                                                                                                                                                                                                                                      |
|   | “preference shares” means        the dollar preference shares, the sterling preference shares and the        euro preference shares;                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                      |
|   | “relevant systems” means        a computer-based system which enables uncertificated shares to be evidenced        and transferred without a written instrument;                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                      |
|   | “the register” means        the register of members of the Company;                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                      |
|   | “seal” means the common        seal of the Company or any official seal that the Company may be permitted        to have under the Companies Acts;                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                      |
|   | “the secretary” means        the secretary, or (if there are joint secretaries) any one of the joint        secretaries, of the Company and includes an assistant or deputy secretary        and any person appointed by the board to perform any of the duties of        the secretary; |
|   |                                                                                                                                                                                                                                                                                                      |
|   | “sterling”, “£” and “pence” mean        the lawful currency for the time being of the United Kingdom;                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                      |
|   | “sterling preference shares” means        the preference shares of £1 each in the capital of the Company;                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                      |
|   | “the Stock Exchange” means        the London Stock Exchange Limited;                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                      |
|   | “Stock Exchange Nominee” means        a person in respect of whom, by virtue of sub-section (4) of section        185 of the Act, the Company is not required to comply with sub-section        (1) of that section;                                                                |
|   |                                                                                                                                                                                                                                                                                                      |
|   | “system-participant” in        relation to a relevant system, means a person who is permitted by an        Operator to send and receive properly authenticated dematerialised instructions;                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                      |
|   | “uncertificated share” means        a share title to which is recorded on the relevant system register as        being held in uncertificated form;                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                      |
|   | “the Uncertificated Securities          Regulations” means The Uncertificated Securities Regulations          1995 as amended from time to time and any provisions of or under the          Companies Act which supplement or replace such Regulations;                                  |
|   |                                                                                                                                                                                                                                                                                                      |
|   | “United Kingdom” means        Great Britain and Northern Ireland;                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                      |
|   | “the Vesting Date” means        the date on which the business of ANBS is transferred to the Company;                                                                                                                                                                               |

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|   | references to a document being executed include        references to its being executed under hand or under seal or by        any other method except by means of an electronic signature;                                                                                                                                                                                                          |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                |
|   | references to a document being signed or        to signature include references to its being executed under hand        or under seal or by any other method and, in the case of an electronic        communication, are to its bearing an electronic signature;                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                |
|   | references to writing include references        to any method of representing or reproducing words in a legible and non-transitory        form including by way of electronic communications where specifically        provided in a particular article or where permitted by the board in its        absolute discretion;                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                |
|   | words or expressions to which a particular        meaning is given by the Companies Acts in force when these articles or        any part of these articles are adopted bear (save as otherwise provided        in these articles) the same meaning in these articles or that part (as        the case may be) save that the word “company” shall        include any body corporate; and |
|   |                                                                                                                                                                                                                                                                                                                                                                                                |
|   | references to a meeting shall not        be taken as requiring more than one person to be present if any quorum        requirement can be satisfied by one person; and                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                |
|   | headings and notes are included        only for convenience and shall not affect meaning.                                                                                                                                                                                                                                                                                                           |

Form of resolution

3.      (A)   Where    for any purpose an ordinary resolution of the Company is required, a special    or extraordinary resolution shall also be effective and where for any purpose    an extraordinary resolution is required, a special resolution shall also    be effective.

         (B)     A    resolution in writing executed by or on behalf of each member who would have    been entitled to vote upon it if it had been proposed at a general meeting    at which he was present shall be as effectual as if it had been passed at    a general meeting properly convened and held and may consist of several instruments    in the like form each executed by or on behalf of one or more of the members.    In this paragraph of this article references to in writing include the use    of electronic communications subject to such terms and conditions as the    board may decide.

SHARE CAPITAL

Authorised share capital

4.      (A)   The    authorised share capital of the Company at the date of adoption of this article    is £1,175,000,000, US$10,000,000, and €10,000,000 divided into    1,750,000,000 ordinary shares of 10 pence each and 1,000,000,000 preference    shares of £1 each (the “Sterling Preference Shares”) and    1,000,000,000 preference shares of US$0.01 each (the “Dollar Preference    Shares”) and 1,000,000,000 preference shares of €0.01 each (the “Euro    Preference Shares”).

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         (B)     All    of the Preference Shares shall rank pari passu inter se to the extent that    they are expressed so to rank and shall confer the rights and be subject    to the limitations set out in this article. They shall also confer such further    rights (not being inconsistent with the rights set out in this article) as    may be attached by the board to any series of such shares prior to allotment    of such series and in particular (but without prejudice to the generality    of the foregoing) the board may, pursuant to the authority given by the passing    of the resolution to adopt this article, consolidate and divide and/or sub-divide    any Preference Shares into shares of a larger or smaller amount (and so that    the provisions of articles 45 and 46 shall, where relevant, apply to any    such consolidation, division or sub-division) and/or in accordance with the    terms of issue of such Preference Shares may redesignate or convert such    authorised Preference Share capital into any other class of share capital    (including any other series of Preference Shares) into which the authorised    share capital of the Company is or may at that time be divided of a like    aggregate nominal amount (as nearly as may be) in the same currency as the    Preference Shares so redesignated or converted or into unclassified shares    of the same aggregate nominal amount (as nearly as may be) in the same currency    as the Preference Shares so redesignated or converted. Whenever the board    has power under this article to determine any of the rights to be attached    to any of the Preference Shares, the rights so determined need not be the    same as those attached to the Preference Shares which have then been allotted    or issued. The Preference Shares may be issued in one or more separate series    and each series shall be identified in such manner as the board may determine    without any such determination or identification requiring any alteration    to these articles. Each of the Preference Shares shall, subject to such terms    and conditions of issue as the board may determine prior to the issue of    any relevant series of Preference Shares, confer the following rights as    to participation in the profits and assets of the Company, attendance at    meetings, voting and redemption:

(1)      Income

| (a)    | Preference Shares shall (subject to the        further provisions described below) entitle the members holding the same        to receive a preferential dividend (hereinafter called the “Preference        Dividend”), payable at such rate or rates (whether fixed or variable)        and on such dates (“Preference Dividend Payment Dates”) to        be determined by the board before allotment on the amounts from time        to time paid up or credited as paid up thereon and on such other terms        and conditions as may be determined by the board prior to allotment thereof        and in particular (but without prejudice to the foregoing) the board        may determine whether the rights of such shares as regards participation        in profits are cumulative or non-cumulative. Unless otherwise determined        by the directors prior to allotment, any Preference Dividends on Sterling        Preference Shares shall be payable in sterling and any Preference Dividends        on Dollar Preference Shares shall be payable in dollars. |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| (b)    | Unless otherwise determined by the board        prior to allotment thereof, Preference Shares shall rank as regards participation        in profits pari passu inter se and with any other shares that are expressed        to rank pari passu therewith as regards participation in profits and        otherwise in priority to any other shares of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| (c)    | If it shall subsequently appear that any        dividend which has been paid to holders of Preference Shares should not        have been so paid, then provided the board shall have acted in good faith,        the directors shall not incur any liability for any loss which any shareholder        may suffer in consequence of such payment having been made.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |

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| (d)    | All or any of the        following provisions may apply in relation to any particular Preference        Shares (“relevant Preference Shares”) if so determined by        the board prior to the allotment thereof:- |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                            |   |
|   | (i)                                                                                                                                                                                                                             | if, on any Preference Dividend        Payment Date the distributable profits and distributable reserves of        the Company are, in the opinion of the board, insufficient to enable        payment in full to be made of the relevant Preference Dividend and, if        applicable, of any dividends payable on such date on any other shares        (including any arrears or deficiency of dividend on any such other shares        that are in cumulative form) ranking pari passu with or in priority to        the relevant Preference Shares as regards participation in profits, then        the directors shall (after payment in full, or the setting aside of a        sum required for payment in full, of (1) all dividends payable on or        before the relevant Preference Dividend Payment Date on any shares in        the capital of the Company ranking in priority to the relevant Preference        Dividend and (2) any special dividend referred to in sub-paragraph (f)        below) apply such distributable profits and distributable reserves (if        any) in paying dividends to the holders of participating shares (as defined        below) pro rata to the amount of dividend on participating shares accrued        and payable (including any arrears or deficiency of dividend on any such        other shares that are in cumulative form) on or before the relevant Preference        Dividend Payment Date. For the purposes of this paragraph, the expression “participating        shares” shall mean the relevant Preference Shares and any other        shares in the capital of the Company which rank pari passu as regards        participation in profits with the relevant Preference Shares and on which        either (1) a dividend is payable on the relevant Preference Dividend        Payment Date or (2) arrears of cumulative dividend are unpaid at the        relevant Preference Dividend Payment Date; |
|   |                                                                                                                                                                                                                            |   |
|   | (ii)                                                                                                                                                                                                                            | if, on any Preference Dividend        Payment Date, the distributable profits and distributable reserves of        the Company are, in the opinion of the board, insufficient to enable        payment to be made of any of the relevant Preference Dividend and, if        applicable, of any dividends payable on such date on any other shares        ranking pari passu with or in priority to the relevant Preference Shares        as regards participation in profits, then the Company shall not pay the        relevant Preference Dividend; |
|   |                                                                                                                                                                                                                            |   |
|   | (iii)                                                                                                                                                                                                                           | if, in the opinion of the board,        the distributable profits and distributable reserves of the Company are        sufficient to cover the relevant Preference Dividend and also the payment        in full of all other dividends stated to be payable on such date on any        other shares (including any arrears or deficiency of dividend on any        such other shares that are in cumulative form) expressed to rank pari        passu therewith or in priority thereto as regards participation in profits,        then, subject to sub-paragraph (iv) below, such dividends on the Preference        Shares and on such other shares shall be declared and paid in full; |
|   |                                                                                                                                                                                                                            |   |
|   | (iv)                                                                                                                                                                                                                            | if, in the opinion of the board,        the payment of any Preference Dividend would breach or cause a breach        of the Bank of England’s capital adequacy requirements from time        to time applicable to the Company then none of such Preference Dividend        shall be declared or paid; |
|   |                                                                                                                                                                                                                            |   |
|   | (v)                                                                                                                                                                                                                             | subject to sub-paragraph (vii)        below, the relevant Preference Shares shall carry no further right to        participate in the profits and reserves of the Company other than the        Preference Dividend and if on any occasion a Preference Dividend (or        any part thereof) is not paid for the reasons described above, the holders        of Preference Shares (other than Preference Shares which are expressed        to have a cumulative right as regards participation in profits) shall        have no claim in respect of such shortfall; |

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|   | (vi)   | if a Preference Dividend on any        relevant Preference Shares is not paid in full (or a sum is not set aside        to provide for its payment in full) the Company may not (without the        written consent of three-fourths in nominal value of, or the sanction        of an extraordinary resolution passed at a separate general meeting of        the holders of relevant Preference Shares) thereafter redeem, reduce,        purchase or otherwise acquire for any consideration any other share capital        of the Company ranking pari passu with or after the relevant Preference        Shares as regards participation in the assets of the Company (and may        not set aside or establish any sinking fund for any such redemption,        reduction, purchase or other acquisition) until such time as all Preference        Dividends on Preference Shares which are expressed to have a cumulative        right as regards participation in profits have been paid in full (including        any arrears or deficiency of dividend in respect thereof) or a sum shall        have been set aside for such payment in full and Preference Dividends        on the relevant Preference Shares in respect of such period as the board        shall determine prior to allotment of the relevant Preference Shares        shall have been paid in full (or a sum shall have been set aside for        such payment in full); |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | (vii)  | the provisions described in this        sub-paragraph shall apply where any Preference Dividend is, for the reasons        specified above, not payable and the amounts (if any) standing to the        credit of the profit and loss account of the Company together with the        amount of the reserves of the Company available for the purpose are sufficient        to enable the allotments of additional preferences shares referred to        in the further provisions of this sub-paragraph to be made in full:-                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |
|   |   | (aa)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | for the purposes of this sub-paragraph:- |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | (x) | “Relevant Shares” means relevant        Preference Shares and any preference shares of the Company ranking pari        passu with the relevant Preference Shares as regards participation in        profits (other than any such shares which are expressed to have a cumulative        right as regards participation in profits) in respect of which a preference        dividend which would have been payable on the same date as a Relevant        Dividend on Preference Shares is not to be paid; and |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | (y) | “Relevant Dividend” means the        preference dividend which is not to be paid on Relevant Shares on any        occasion, |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | and where a member        holds Relevant Shares of more than one class, the provisions of this        sub-paragraph shall be interpreted and applied separately in respect        of each class of Relevant Shares held by him; |

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|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | (bb)   | provided that the Company has sufficient        authorised but unissued share capital and that the directors are authorised        in accordance with section 80 of the Companies Act 1985 to allot the        appropriate amount of relevant securities (for which purposes the directors        shall, if necessary, call as soon as practicable a general meeting of        the Company at which the appropriate resolutions to create such share        capital and to obtain such authority are proposed), each holder of Relevant        Shares shall, on the date for payment of the Relevant Dividend had such        dividend been paid in cash, be allotted such additional nominal amount        of preference shares of the same class, denominated in the same currency        and carrying identical rights and limitations as the particular Relevant        Shares in question, credited as fully paid, as is equal to an amount        determined by multiplying the cash amount of the Relevant Dividend (exclusive        of any associated tax credit) that would have been payable to him had        such dividend been payable in cash by a factor to be determined by the        board prior to allotment of the Relevant Shares and rounding the resulting        sum down to the nearest integral multiple of £1 (in the case of        Sterling Preference Shares) and of US$0.01 (in the case of Dollar Preference        Shares). A holder of Preference Shares receiving an allotment of additional        preference shares in accordance with this sub-paragraph shall not be        entitled to receive any part of the Relevant Dividend relating to Relevant        Shares of that class in cash; |
|-----------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | (cc)   | subject to the provisos in sub-paragraph        (vii)(bb) above, for the purpose of paying up preference shares to be        allotted on any occasion pursuant to this sub-paragraph, the directors        shall capitalise out of the sums standing to the credit of the profit        and loss account of the Company and/or to the credit of the Company’s        reserve accounts (including share premium account) available for the        purpose, as the directors may determine, a sum equal to the aggregate        nominal amount of the additional preference shares then to be allotted        and apply the same in paying up in full the appropriate amount of unissued        preference shares of that class or classes in question;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | (dd)   | the additional preference shares so allotted        shall rank pari passu in all respects with the particular Relevant Shares        in respect of which the additional preference shares were so allotted,        save only as regards participation in the Relevant Dividend; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | (ee)   | the board may undertake and do such acts        and things as it may consider necessary or expedient for the purpose        of giving effect to the provisions described in this paragraph.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|  (e) | Subject as provided in sub-paragraph        (f) below, if a Preference Dividend on any relevant Preference Shares        is not paid in full (or a sum is not set aside to provide for its payment        in full), no dividend may thereafter be declared or paid on any other        share capital of the Company ranking as to participation in profits after        the relevant Preference Shares until such time as all Preference Dividends        on Preference Shares which are expressed to have a cumulative right as        regards participation in profits have been paid in full (including any        arrears or deficiency of dividend in respect thereof) or a sum shall        have been set aside for such payment in full and Preference Dividends        on the relevant Preference Shares in respect of such period as the board        shall determine prior to allotment of the relevant Preference Shares        shall have been paid in full (or a sum shall have been set aside for        such payment in full). |

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| (f) | In any calendar year, whether        or not any Preference Dividend on any particular Preference Shares has        been paid in full and notwithstanding any other provision of these articles,        the board may, if it so resolves, pay (or set aside a sufficient sum        for payment of) a special dividend not exceeding (in the case of the        Sterling Preference Shares) one penny per share or (in the case of the        Dollar Preference Shares) one cent per share on any shares in the capital        of the Company in respect of which no dividend has previously been paid        in that calendar year. References elsewhere in this article to any dividend        payable on any Preference Shares shall not be treated as including a        reference to any special dividend paid on any particular Preference Shares        pursuant to this sub-paragraph (f). |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

(2)      Capital

| (a)    | On a distribution of assets on        a winding-up of the Company or return of capital (other than on a redemption        or purchase by the Company of any of its share capital), members holding        Preference Shares shall in respect thereof be entitled to receive, out        of the surplus assets remaining after payment of the Company’s        liabilities, an amount equal to the amount paid up or credited as paid        up on the Preference Shares together with such premium (if any) as may        be determined by the board prior to allotment thereof (and so that the        board may determine that such premium is payable only in specified circumstances).        Unless otherwise determined by the board prior to allotment, such amount        in respect of Sterling Preference Shares shall be payable in sterling        and such amount in respect of Dollar Preference Shares shall be payable        in dollars.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| (b)    | In addition to the        amount repayable on the Preference Shares in accordance with sub-paragraph        (a) above there shall be payable a sum equal to the Preference Dividend        which would have been payable by the Company in accordance with paragraph        (1) above (together, in the case of Preference Shares which are expressed        to have a cumulative right as regards participation in profits, with        any arrears or deficiency of Preference Dividend), calculated at the        annual rate determined by the board before allotment of the Preference        Shares in question, in respect of the number of days included in the        period commencing with the day following whichever Preference Dividend        Payment Date shall most recently have occurred prior to the date of commencement        of the winding-up of the Company or return of capital and ending with        such date of commencement of winding-up or return of capital, as though        such period had been one in relation to which a Preference Dividend would        have been payable pursuant to the provisions described in paragraph (1)(a)        above and the terms of issue of the Preference Shares in question, but        subject always to the provisions described in paragraph (1)(d) (i), (ii)        and (iv) above and to the terms on which any particular Preference Shares        are issued. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |   |
| (c)    | With respect to the amounts payable        or repayable under sub-paragraphs (a) and (b) of this paragraph in the        event of a winding-up of the Company or return of capital, Preference        Shares shall rank pari passu inter se and with any other shares that        are expressed to rank pari passu therewith as regards participation in        surplus assets and otherwise in priority to any other share capital of        the Company. Save as may be determined by the board prior to the issue        of any particular series of Preference Shares, the holders of Preference        Shares shall not be entitled in respect thereof to any further or other        right of participation in the assets of the Company upon a winding-up        or return of capital.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |

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| (3)    |    Voting                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   |
|   | The holders of any series of        Preference Shares will only be entitled to receive notice of and to attend        any general meeting of the Company:-                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
|   | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | if the Preference Dividend on        the Preference Shares of such series has not, at the date of the notice        of the general meeting, been paid in full in respect of such dividend        periods as the board may prior to allotment determine, in which case        the holders of the Preference Shares of such series will be entitled        to speak and/or vote upon any resolution proposed thereat; or |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
|   | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | if a resolution is proposed at        the general meeting:- |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | (i) | for, or in relation to, the winding-up of        the Company; or |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | (ii) | varying, altering or abrogating any of the        rights, privileges, limitations or restrictions attached to the Preference        Shares of such series, |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | in which case the holders of        the Preference Shares of such series will be entitled to speak and/or        vote only upon such resolution; or |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
|   | (3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | in such other circumstances,        and upon and subject to such terms, as the board may determine prior        to allotment. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | On a show of hands every holder        of Preference Shares who is entitled to vote and who (being an individual)        is present in person or (being a corporation) is present by representative        shall have one vote. On a poll each holder of Preference Shares present        in person or by proxy and entitled to vote shall have such number of        votes in respect of each Preference Share as the board may determine        prior to the allotment of such shares. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| (4)    | Redemption of          Shares                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Unless the board shall, prior        to the allotment of any series of Preference Shares, determine that such        series shall be non-redeemable, each series of Preference Shares shall,        subject to the provisions of the Companies Acts and to the other provisions        of this paragraph (4), be redeemable at the option of the Company in        whole or in part on any day by the Company giving to each of the holders        of the Preference Shares to be redeemed not less than fourteen days’ prior        notice in writing (a “Notice of Redemption”) and by the Company        complying with the other requirements of this paragraph (4). |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Such Preference Shares shall        be redeemable on any date falling no earlier than five years and one        day after the date of allotment of the particular Preference Shares in        question. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
|   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Such Preference Shares shall        cease to be redeemable in such circumstances (if any) as the board may        determine prior to the allotment of the particular Preference Shares        in question. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
|   | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | In the case of a partial redemption        under sub-paragraph (a) of this paragraph (4) of this article 4(B), the        Company shall for the purposes of ascertaining the particular Preference        Shares to be redeemed cause a drawing to be made at the office (or at        such other place as the board may determine) in the presence of the auditors. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |

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|   | (e) | A Notice of Redemption shall        specify the particular Preference Shares to be redeemed, the date fixed        for redemption (the “Redemption Date”), the amount payable        in respect of each such Preference Share on redemption and the place        in the United Kingdom at which the certificates for such shares are to        be presented for redemption and upon such date each of the holders of        the Preference Shares concerned shall be bound to deliver to the Company        at such place the certificates for the Preference Shares concerned. Upon        such delivery and against the receipt of such holder for the redemption        moneys payable in respect of such Preference Shares, the Company shall        pay to such holder the amount due to him in respect of such redemption        and shall cancel the certificates so delivered. If any certificate so        delivered to the Company includes any Preference Shares not to be redeemed        on the Redemption Date a fresh certificate for such Preference Shares        shall be issued free of charge to the holder delivering such certificate        to the Company. No defect in the Notice of Redemption or in the giving        thereof shall affect the validity of the redemption procedure. |
|--------|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | (f)    | There shall be paid on each        Preference Share so redeemed the amount paid up or credited as paid up        thereon, together (to the extent permitted by the Companies Acts) with        any premium paid on issue and, in the case of fixed rate Dollar Preference        Shares only, but only if the terms of issue of any relevant Dollar Preference        Shares issued after 24 April, 2003 shall so require, any Relevant Redemption        Premium (as hereinafter defined). These provisions are without prejudice        to any right of the holders of any Preference Share to receive amounts        of dividend payable pursuant to the terms of issue of any particular        Preference Share and any such dividend shall be deemed not to form part        of the amount payable on redemption. “Relevant Redemption Premium” means        an amount calculated in accordance with the following formula as applied        in relation to any Redemption Date which falls within the period of five        years commencing on the day following the fifth anniversary of the first        date of allotment (the “Relevant Allotment Date”) of the        particular series of Dollar Preference Shares in question. The formula        for calculation of the Relevant Redemption Premium shall be A x B, where: |

|   |   |   |                                                                                                                                                                                                                                  |
|--------|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |   | “A” is the annual        amount of dividend (expressed in dollars) on one Dollar Preference Share        of the particular series of Dollar Preference Shares in question excluding        any associated tax credit; and |

|   |   |   |                                                                                                                                                                                                                                |
|--------|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |   | “B”, in relation        to a Redemption Date falling within the        period of twelve months commencing on the day following the fifth anniversary        of the Relevant Allotment Date, is 1⁄2 (one half), or, |

|   |   |   |                                                                                                                                                                                                            |
|--------|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |   | in relation to a Redemption        Date falling within the period of twelve months commencing on the day        following the sixth anniversary of the Relevant Allotment Date, is 2/5        (two fifths), or, |

|   |   |   |                                                                                                                                                                                                                 |
|--------|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |   | in relation to a Redemption        Date falling within the Period of twelve months commencing on the day        following the seventh anniversary of the Relevant Allotment Date, is        3/10 (three tenths), or, |

|   |   |   |                                                                                                                                                                                                            |
|--------|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |   | in relation to a Redemption        Date falling within the period of twelve months commencing on the day        following the eighth anniversary of the Relevant Allotment Date, is 1/5        (one fifth), or, |

|   |   |   |                                                                                                                                                                                                        |
|--------|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |   | in relation to a Redemption        Date falling within the period of twelve months commencing on the day        following the ninth anniversary of the Relevant Allotment Date, is 1/10        (one tenth). |

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|   |   | The product of the above formula        shall be rounded down to the nearest whole cent. No Relevant Redemption        Premium shall be payable when the Redemption Date falls after the tenth        anniversary of the Relevant Allotment Date. |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | (g)    | Payment by the Company in        respect of the amount due on redemption shall be made, in the case of        a Dollar Preference Share, by a dollar cheque drawn on a bank in England        or in New York City and, in the case of a Sterling Preference Share,        by a sterling cheque drawn on a bank in London, or, upon the request        of the holder or joint holders not later than the date specified for        the purpose in the Notice of Redemption, by transfer to in the case of        a Dollar Preference Share, a dollar account maintained by the payee with        a bank in London or New York City or, in the case of a Sterling Preference        Share, a sterling account maintained by the payee with a bank in London.        All payments in respect of redemption monies will in all respects be        subject to any applicable fiscal or other laws. |

|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | (h)    | As from the relevant Redemption        Date the dividend on the Preference Shares due for redemption shall cease        to accrue except on any such Preference Shares in respect of which, upon        the due delivery of the certificate relating thereto in accordance with        sub-paragraph (d) of this paragraph (4), payment of the redemption moneys        due on such Redemption Date shall be improperly withheld or refused in        which case the said dividend, at the rate then applicable, shall be deemed        to have continued and shall accordingly continue to accrue from the relevant        Redemption Date to the date of payment of such redemption moneys. Such        Preference Shares shall not be treated as having been redeemed until        the redemption moneys in question together with the accrued dividend        thereon have been paid whereupon such Preference Shares shall be treated        as having been redeemed. |

|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | (i)    | If the Redemption Date for        any Preference Share is not, in the case of a Sterling Preference Share,        a day on which banks in London are open for business and on which foreign        exchange dealings may be conducted in London (a “Sterling Business        Day”) or, in the case of a Dollar Preference Share, a day on which        banks in London and New York City are open for business and on which        foreign exchange dealings may be conducted in such cities (a “Dollar        Business Day”), then payment of the amount payable on redemption        will be made on the next succeeding Sterling Business Day or Dollar Business        Day as the case may be, and without any interest or other payment in        respect of such delay unless such day shall fall within the next calendar        month, whereupon such payment will be made on the preceding Sterling        Business Day or Dollar Business Day, as the case may be. |

|   |   |                                                                                                                                                                                                                                                                                                             |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | (j)    | The receipt of the registered        holder for the time being of any Preference Shares or, in the case of        joint registered holders, the receipt of any one of them for the monies        payable on redemption thereof, shall constitute an absolute discharge        to the Company in respect thereof. |

|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | (k)    | Upon the redemption or purchase        of any Preference Shares, the directors may (pursuant to the authority        given by the passing of the resolution to adopt this article) consolidate        and divide and/or sub-divide the authorised, but unissued, Preference        Share capital existing as a consequence of such redemption or purchase        into shares of a larger or smaller amount and/or may convert such authorised,        but unissued, Preference Share capital into any other class of share        capital into which the authorised share capital of the Company is or        may at that time be divided of a like aggregate nominal amount (as nearly        as may be) in the same currency as the Preference Shares so redeemed        or purchased or into unclassified shares of the same aggregate nominal        amount (as nearly as may be) in the same currency as the Preference Shares        so redeemed or purchased (and so that the provisions of articles 45 and        46 shall, where relevant, apply to any such consolidation, division or        sub-division). |

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(5)      Further      Shares

| (a) | Save as provided by the terms        of issue of any particular Preference Shares, the Company shall not create        or issue any further shares ranking as regards participation in the profits        and assets of the Company in priority to the Preference Shares. |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (b)    | Any series of Preference Shares        or other shares ranking pari passu in some or all respects with the Preference        Shares then in issue may (unless otherwise provided by the terms of issue        of the Preference Shares then in issue), without their creation or issue        being deemed to vary the special rights attached to any Preference Shares        then in issue, either carry rights identical in all respects with such        Preference Shares or any of them or carry rights differing therefrom        in any respect. Unless otherwise provided by the terms of issue, the        rights attaching to any Preference Shares shall not be deemed to be varied        or abrogated by the purchase, redemption or cancellation by the Company        of any of its shares ranking as regards participation in the profits        or assets of the Company pari passu with or after such Preference Shares. |

Rights attached to shares

5.      Subject    to the provisions of the Companies Acts and to any rights conferred on the    holders of any other shares, any share may be issued with or have attached    to it such rights and restrictions as the Company may by ordinary resolution    decide or, if no such resolution has been passed or so far as the resolution    does not make specific provision, as the board may decide. 

Redeemable shares

6.      Subject    to the provisions of the Companies Acts and to any rights conferred on the    holders of any other shares, any share may be issued which is to be redeemed,    or is to be liable to be redeemed at the option of the Company or the holder,    on such terms and in such manner as may be provided by these articles or    as the board may, pursuant to these articles decide.

Variation of rights

7.      Subject    to the provisions of the Companies Acts, all or any of the rights for the    time being attached to any class of shares for the time being issued may    from time to time (whether or not the Company is being wound up) be varied    with the consent in writing of the holders of not less than three-fourths    in nominal value of the issued shares of that class or with the sanction    of an extraordinary resolution passed at a separate general meeting of the    holders of those shares. All the provisions of these articles as to general    meetings of the Company shall mutatismutandis apply to any    such separate general meeting, but so that the necessary quorum shall be    a person or persons holding or representing by proxy not less than one-third    in nominal value of the issued shares of the class, that every holder of    shares of the class shall be entitled on a poll to one vote for every share    of the class held by him, that any holder of shares of the class present    in person or by proxy may demand a poll and that at any adjourned meeting    of the holders one holder present in person or by proxy (whatever the number    of shares held by him) shall be a quorum.

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Pari passu issues

8.      The    rights conferred upon the holders of any shares shall not, unless otherwise    expressly provided in the rights attaching to those shares, be deemed to    be varied by the creation or issue of further shares ranking paripassu with    them. 

Unissued shares

| 9.     | (A)       | Subject to the        provisions of the Companies Acts and these articles, the unissued shares        of the Company (whether forming part of the original or any increased        capital) shall be at the disposal of the board which may offer, allot,        grant options over or otherwise dispose of them to such persons, at such        times and for such consideration and upon such terms as the board may    decide. |
|--------|-----------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |      |                                                                                                                                                                                                                                                                                                                                                                                                                              |   |   |
|   |  (B) | (i)                                                                                                                                                                                                                                                                                                                                                                                                                               | The board may, by ordinary        resolution of the Company fixing the Section 80 Period and the Section        80 Amount for the purpose of this article, be generally and unconditionally        authorised pursuant to Section 80 to exercise for each such Section 80        Period all the powers of the Company to allot relevant securities up    to an aggregate nominal amount equal to the Section 80 Amount; and |

|   |   |   |                                                                                                                                                                                                                                                                                                                                   |   |
|--------|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|   |   | (ii)   | during each Section 80 Period        the Company may make an offer or agreement which would or might require        relevant securities to be allotted after the expiry of such period and        the board may allot relevant securities in pursuance of such an offer    or agreement as if the authority conferred had not expired. |

|   |      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
|--------|-----------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|   |  (C) | (i)    | The board shall, by special        resolution of the Company fixing the Section 89 Period and the Section        89 Amount for the purpose of this article, be empowered pursuant to Section        95 to allot equity securities pursuant to the terms of the relevant Section        80 Authority wholly for cash during each such Section 89 Period as if        Section 89(1) did not apply to such allotment PROVIDED THAT this power    shall be limited to: |

|   |   |   |   |                                                                         |   |
|--------|--------|--------|--------|------------------------------------------------------------------------------|--------|
|   |   |   | (a)    | the allotment of equity securities    in connection with a rights issue; and |

|   |   |   |   |                                                                                                                                                              |   |
|--------|--------|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|   |   |   | (b)    | the allotment (otherwise than        in connection with a rights issue) of equity securities up to an aggregate    nominal amount equal to the Section 89 Amount; |

|   |   |   |                                                                                                                                                                                                                                                                                                                           |   |
|--------|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|   |   | (ii)   | during each Section 89 Period        the Company may make an offer or agreement which would or might require        equity securities to be allotted after the expiry of such period and        the board may allot equity securities in pursuance of such an offer or    agreement as if the power conferred had not expired. |

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|   |   (D) | For the purposes of this article:- |
|--------|------------|------------------------------------|

|   |   |                                                                                   |   |
|--------|--------|----------------------------------------------------------------------------------------|--------|
|   |   |  “equity securities” shall    have the same meaning as in Section 94; |

|   |   |                                                                                     |   |
|--------|--------|------------------------------------------------------------------------------------------|--------|
|   |   |  “relevant securities” shall    have the same meaning as in Section 80; |

|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|   |   | “rights issue” means        an offer of equity securities to ordinary shareholders, and to all holders        of any other class of equity security in accordance with the rights attached        to such a class, in proportion (as nearly as may be) to their respective        holdings of such ordinary shares and equity securities or in accordance        with the rights attached to such equity securities but subject to such        exclusions, variations or other arrangements as the board may deem necessary    or expedient to deal with:- |

|   |   |   |                        |   |
|--------|--------|--------|-----------------------------|--------|
|   |   | (a)    | fractional entitlements; or |

|   |   |   |                                                                                                                                      |   |
|--------|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------|--------|
|   |   | (b)    | legal or practical problems        under the laws, or the requirements, of any regulatory body or any stock    exchange in any territory; |

|   |   |                                                                                                                      |   |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------|--------|
|   |   | “Section 80” means        Section 80 of the Companies Act 1985 as amended or re-enacted from time    to time; |

|   |   |                                                                                                                                                                                                                                                                                                                                                                                         |   |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|   |   | “Section 80 Authority” means        the authority conferred on the board by an ordinary resolution of the        Company pursuant to paragraph (B) and the “relevant Section        80 Authority” shall be that Section 80 Authority which remains        in force in accordance with its terms (subject to any variation or revocation)    at the date in question; |

|   |   |                                                                                                                       |   |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------|--------|
|   |   | the “Section 80 Amount” shall    for any Section 80 Period be that stated in the relevant ordinary resolution; |

|   |   |                                                                                                                                                                                                                                           |   |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|   |   | the “Section 80 Period” means        any period (not exceeding 5 years from the date of the relevant ordinary        resolution) for which the authority referred to in paragraph (B) is conferred    by such ordinary resolution; |

|   |   |                                                                                                                            |   |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------|--------|
|   |   | “Section 89(1)” means        Section 89(1) of the Companies Act 1985 as amended or re-enacted from    time to time; |

|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|   |   | the “Section 89 Amount” shall        for any Section 89 Period be that stated in the relevant special resolution        PROVIDED THAT this shall not exceed the Section 80 Amount stated in the        ordinary resolution conferring the relevant Section 80 Authority less        the aggregate nominal amount of relevant securities subsequently allotted        pursuant to the relevant Section 80 Authority as at the date of the relevant    special resolution; |

|   |   |                                                                                                                                                                                                                                                                                                                                                                                                      |   |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|   |   | the “Section 89 Period” means        any period (not exceeding 5 years from the date of the relevant special        resolution, nor expiring after the date on which the Section 80 Period        stated in the ordinary resolution conferring the relevant Section 80        Authority expires) for which the power referred to in paragraph (C) is    conferred by such special resolution; |

|   |   |                                                                                                                      |   |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------|--------|
|   |   | “Section 94” means        Section 94 of the Companies Act 1985 as amended or re-enacted from time    to time; |

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|   |   | “Section 95” means        Section 95 of the Companies Act 1985 as amended or re-enacted from time        to time; and                                                                                                                                |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                             |
|   |   | the nominal amount of any securities        shall be taken to be, in the case of rights to subscribe for or to convert        any securities into shares of the Company, the nominal amount of such        shares which may be allotted pursuant to such rights. |

Payment of commission

10.      The    Company may in connection with the issue of any shares exercise all powers    of paying commission and brokerage conferred or permitted by the Companies    Acts. 

Trusts not recognised

11.      Except    as ordered by a court of competent jurisdiction or as required by law and    except to the extent expressly provided in Articles 44 and 123 in relation    to the trustee to whom shares may be issued in accordance with the terms    of the transfer of the business of N&P to the Company, no person shall    be recognised by the Company as holding any share upon any trust and the    Company shall not be bound by or required in any way to recognise (even when    having notice of it) any interest in any share other than an absolute right    to the whole of the share in the holder. 

CERTIFICATES

Right to share certificate

12.      (A)      Subject    to the provisions of the Uncertificated Securities Regulations, the rules    of any relevant system and these articles, every person (except a person    to whom the Company is not by law required to issue a certificate) whose    name is entered in the register as a holder of any certificated shares shall    be entitled, without payment, to receive within two months after allotment    or lodgement of an instrument of a transfer to him of those shares or within    two months after the relevant Operator-instruction is received by the Company    (or within such other period as the terms of issue shall provide) either    one certificate for all those shares of any one class without payment or    several certificates each for one or more of the shares of the class in question    upon payment for every certificate after the first of such reasonable out-of-pocket    expenses as the board may from time to time decide**.**The Company shall    arrange for certificates so prepared to be despatched to the holder concerned    upon receipt of such evidence as it may consider reasonable to verify the    identity and address of the holder concerned. In the case of a certificated    share held jointly by several persons the Company shall not be bound to issue    more than one certificate and, delivery of a certificate to one of several    joint holders shall be sufficient delivery to all. A member (except a Stock    Exchange Nominee) who transfers some but not all of the shares comprised    in a certificate shall be entitled to a certificate for the balance without    charge. Any two or more certificates representing shares of any one class    held by any member shall at his request be cancelled and a single new certificate    for such shares issued in lieu without charge.

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Uncertificated Shares

| 12.    | (B)    | (a)    | Pursuant and subject to the Uncertificated        Securities Regulations, the board many permit title to shares of any        class to be evidenced otherwise than by a certificate and title to shares        of such a class to be transferred by means of a relevant system and may        make arrangements for a class of shares (if all shares of that class        are in all respects identical) to become a participating class. Title        to shares of a particular class may only be evidenced otherwise than        by a certificate where that class of shares is for the time being a participating        class. The board may also, subject to compliance with the Uncertificated        Securities Regulations and the rules of any relevant system, determine        at any time that title to any class of shares may from a date specified        by the board no longer be evidenced otherwise than by a certificate or        the title to such a class shall cease to be transferred by means of any        particular relevant system. For the avoidance of doubt, shares which        are uncertificated shares shall not be treated as forming a class which        is separate from certificated shares with the same rights. |
|--------|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |   | (2)    | In relation to a class of shares        which is, for the time being, a participating class and for so long as        it remains a participating class, no provision of these articles shall        apply or have effect to the extent that it is inconsistent in any respect        with:-                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |   |   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | the holding of shares of that class in uncertificated        form; |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |
|   |   |   | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | the transfer of title to shares of that class        by means of a relevant system; and |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |
|   |   |   | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | any provision of the Uncertificated Securities        Regulations. |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |
|   |   | (3)    | Shares of a class which is for        the time being a participating class may be changed from uncertificated        to certificated form, and from certificated to uncertificated form, in        accordance with and subject as provided in the Uncertificated Securities        Regulations and the rules of any relevant system.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |   | (4)    | Unless the board otherwise determines        or the Uncertificated Securities Regulations or the rules of the relevant        system concerned otherwise require, any shares issued or created out        of or in respect of any uncertificated shares shall be uncertificated        shares and any shares issued or created out of or in respect of any certificated        shares shall be certificated shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |

Names of holders

13.      In    respect of shares of the Company acquired by persons by virtue of the transfer    of the business of ANBS to the Company or, as the case may be, issued as    a consequence of the transfer of the business of N&P to the Company,    the board may enter in the register the surnames and initials of such holders    in cases where it is not aware of the full names of the holders.

Replacement of share certificates

14.      If    a share certificate is defaced, worn out, lost or destroyed, it may be replaced    without fee but on such terms (if any) as to evidence and indemnity and to    payment of any exceptional out-of-pocket expenses of the Company in investigating    the evidence and preparing the indemnity as the board may decide and, where    it is defaced or worn out, after delivery of the old certificate to the Company. 

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Execution of share certificates

15.      Every    share certificate shall be executed under a seal or in such manner as the    board, having regard to the terms of issue and any listing requirements,    may authorise and shall specify the number and class of the shares to which    it relates and the amount or respective amounts paid up on the shares. The    board may by resolution decide, either generally or in any particular case    or cases, that any signatures on any share certificates need not be autographic    but may be applied to the certificates by some mechanical means or may be    printed on them or that the certificates need not be signed by any person. 

LIEN

Company’s lien on shares not fully paid

16.      The    Company shall have a first and paramount lien on every share (not being a    fully paid share) for all amounts payable to the Company (whether presently    or not) in respect of that share. The Company’s lien on a share shall    extend to every amount payable in respect of it. The board may at any time    either generally or in any particular case waive any lien that has arisen    or declare any share to be wholly or in part exempt from the provisions of    this article.

Enforcing lien by sale      and application of proceeds

17.      (A)      The    Company may sell, in such manner as the board may decide, any shares on which    the Company has a lien if a sum in respect of which the lien exists is presently    payable and is not paid within fourteen clear days after a notice in writing    has been served on the holder of the shares, demanding payment and stating    that if the notice is not complied with the shares may be sold. For giving    effect to the sale the board may authorise some person to transfer the shares    in question and an instrument of transfer executed by that person shall be    as effective as if it had been executed by the holder of, or person entitled    by transmission to, the shares. The purchaser shall not be bound to see to    the application of the purchase moneys, nor shall his title to the shares    be affected by any irregularity or invalidity in reference to the sale. 

            (B)      The    net proceeds, after payment of the costs, of the sale by the Company of any    shares on which it has a lien shall be applied in or towards payment or discharge    of the debt or liability in respect of which the lien exists so far as it    is presently payable, and any residue shall (subject to a like lien for debts    or liabilities not presently payable as existed upon the shares prior to    the sale and upon surrender, if required by the Company, for cancellation    of the certificate for the shares sold) be paid to the holder immediately    before the sale. 

STOCK AND SHARE WARRANTS TO BEARER

18.      The    Company may issue, under a seal, stock or share warrants to bearer in respect    of any stock or fully paid shares in the Company, stating that the bearer    of a warrant is entitled to the stock or shares represented thereby, and    the Company may provide by coupons or otherwise for the payment of any future    dividends on the stock or shares so represented. Such powers shall be vested    in the board which may determine and from time to time vary the conditions    upon which warrants shall be issued. Without prejudice to the generality    of the foregoing, the board may determine the conditions upon which any warrant    or coupon shall be replaced, but so that, in the case of the loss of a warrant    or coupon, no replacement warrant or coupon shall be issued unless the board    is satisfied beyond reasonable doubt that the original has been destroyed,    and the board may also determine the conditions upon which the bearer of    a warrant shall be entitled to receive notice of, and to attend, vote and    demand a poll at, general meetings of the Company and to join in requisitioning    or convening general meetings, and upon which a warrant may be surrendered    and the name of the bearer entered in the register in respect of the shares    represented thereby. Subject to such conditions and to the provisions of    these articles and of the Companies Acts, the bearer of a warrant shall be    deemed to be a member for all purposes. The bearer of a warrant shall hold    the same subject to the conditions for the time being in force in regard    to warrants for stock or shares of the same class of stock or shares to which    the warrant relates and whether such conditions are determined by the board    before or after the issue of such warrant.

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CALLS ON SHARES

Calls

19.      Subject    to the terms of issue, the board may from time to time make calls upon the    members in respect of any moneys unpaid on their shares (whether on account    of the nominal amount of the shares or by way of premium) and not payable    on a date fixed by or in accordance with the terms of issue, and each member    shall (subject to the Company serving upon him at least fourteen clear days’ notice    specifying when and where payment is to be made) pay to the Company as required    by the notice the amount called on his shares. A call may be revoked or postponed    as the board may decide. A person upon whom a call is made shall remain liable    for all calls made upon him notwithstanding the subsequent transfer of the    shares in respect of which the call was made.

Payment on calls

20.      A    call may be made payable by instalments and shall be deemed to have been    made at the time when the resolution of the board authorising the call was    passed. 

Liability of joint holders

21.      The    joint holders of a share shall be jointly and severally liable to pay all    calls in respect of the share. 

Interest due on non-payment

22.      If    a call remains unpaid after it has become due and payable, the person from    whom it is due and payable shall pay interest on the amount unpaid from the    day it is due and payable to the time of actual payment at such rate, not    exceeding 15 per cent. per annum, as the board may decide and all costs,    charges and expenses that may have been incurred by the Company by reason    of such non-payment but the board shall be at liberty to waive payment of    such interest or such costs, charges and expenses wholly or in part. 

Sums due on allotment treated as calls

23.      Any    amount which becomes payable in respect of a share on allotment or on any    other date fixed by or in accordance with the terms of issue, whether in    respect of the nominal amount of the share or by way of premium or as an    instalment of a call, shall be deemed to be a call and, if it is not paid,    all the provisions of these articles shall apply as if the sum had become    due and payable by virtue of a call. 

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Power to differentiate

24.      Subject    to the terms of issue, the board may on the issue of shares differentiate    between the allottees or holders as to the amount of calls to be paid and    the times of payment. 

Payment of calls in advance

25.      The    board may, if it thinks fit, receive from any member who is willing to advance    them all or any part of the moneys uncalled and unpaid upon any shares held    by him and upon all or any of the moneys so advanced may (until they would,    but for the advance, become presently payable) pay interest at such rate,    not exceeding (unless the Company by ordinary resolution shall otherwise    direct) 15 per cent. per annum, as the board may decide. 

FORFEITURE OF SHARES

Notice if call or instalment not paid

26.      If    any call or instalment of a call remains unpaid on any share after the day    appointed for payment, the board may at any time thereafter serve a notice    on the holder requiring payment of so much of the call or instalment as is    unpaid, together with any interest which may have accrued and any costs,    charges and expenses incurred by the Company by reason of such non-payment.

Form of notice

27.      The    notice shall name a further day (not being less than fourteen clear days    after the date of the notice) on or before which, and the place where, the    payment required by the notice is to be made and shall state that in the    event of non-payment on or before the day and at the place appointed, the    shares in respect of which the call was made or instalment is payable will    be liable to be forfeited. The board may accept the surrender of any share    liable to be forfeited and, in that event, references in these articles to    forfeiture shall include surrender.

Forfeiture if non-compliance with notice

28.      If    the notice is not complied with, any share in respect of which it was given    may, at any time before payment of all calls or instalments and interest    and costs, charges and expenses due in respect of it has been made, be forfeited    by a resolution of the board to that effect and the forfeiture shall include    all dividends declared and other moneys payable in respect of the forfeited    shares and not paid before the forfeiture. 

Notice after forfeiture

29.      When    any share has been forfeited, notice of the forfeiture shall be served upon    the person who was before forfeiture the holder of the share but no forfeiture    shall be invalidated by any omission or neglect to give the notice.

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Sale of forfeited shares

30.     Until    cancelled in accordance with the requirements of the Companies Acts, a forfeited    share shall be deemed to be the property of the Company and may be sold,    re-allotted or otherwise disposed of either to the person who was, before    forfeiture, the holder or to any other person upon such terms and in such    manner as the board shall decide. The board may for the purposes of the disposal    authorise some person to transfer the shares in question and may enter the    name of the transferee in respect of the transferred shares in the register    notwithstanding the absence of any share certificate being lodged in respect    thereof and may issue a new certificate to the transferee and an instrument    of transfer executed by that person shall be as effective as if it had been    executed by the holder of, or person entitled by transmission to, the shares.    The Company may receive the consideration (if any) given for the share on    its disposal. At any time before a sale, re-allotment or disposition the    forfeiture may be cancelled by the board on such terms as the board may decide. 

Arrears to be paid notwithstanding forfeitures

31.     A    person whose shares have been forfeited shall cease to be a member in respect    of them and shall surrender to the Company for cancellation the certificate    for the forfeited shares but shall remain liable to pay to the Company all    moneys which at the date of the forfeiture were payable by him to the Company    in respect of those shares with interest thereon at the rate of 15 per cent.    per annum (or such lower rate as the board may decide) from the date of forfeiture    until payment, and the Company may enforce payment without being under any    obligation to make any allowance for the value of the shares forfeited or    for any consideration received on their disposal. 

Statutory declaration as to forfeiture

32.     A    statutory declaration that the declarant is a director of the Company or    the secretary and that a share has been forfeited on a specified date shall    be conclusive evidence of the facts stated in it as against all persons claiming    to be entitled to the share. The declaration shall (subject to the execution    of an instrument of transfer if necessary) constitute a good title to the    share and the person to whom the share is disposed of shall not be bound    to see to the application of the purchase money (if any) nor shall his title    to the share be affected by any irregularity or invalidity in the proceedings    relating to the forfeiture, sale, re-allotment or disposal. 

Transfer

33.     Subject    to such of the restrictions of these articles as may be applicable:-

|   | (i) | any member may transfer all        or any of his uncertificated shares by means of a relevant system in        such manner provided for, and subject as provided in the Uncertificated        Securities Regulations and the rules of any relevant system, and accordingly        no provision of these articles shall apply in respect of an uncertificated        share to the extent that it requires or contemplates the effecting of        a transfer by an instrument in writing or the production of a certificate        for the share to be transferred; and |
|--------|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   |   |                                                                                                                                                                         |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | (ii)   | any member may transfer all        or any of his certificated shares by an instrument of transfer in any        usual form or in any other form which the board may approve. |

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Execution of      Transfer

34.     The    instrument of transfer of a certificated share shall be executed by or on    behalf of the transferor and (in the case of a partly paid share) the transferee,    and the transferor shall be deemed to remain the holder of the share concerned    until the name of the transferee is entered in the register in respect of    it. All instruments of transfer, when registered, may be retained by the    Company.

Right to decline registration of partly paid shares

35.     The    board, may, in its absolute discretion and without giving any reason for    so doing, decline to register any transfer of any shares which is not fully    paid share PROVIDED THAT where such share is admitted to the Official    List of the London Stock Exchange such discretion may not be exercised in    such a way as to prevent dealings and shares of that class from taking place    on an open and proper basis.

Other rights      to decline registration

| 36.    | (A)    | The board may only        decline to register a transfer of an uncertificated share in the circumstances        set out in the Uncertificated Securities Regulations, and where, in the        case of a transfer to joint holders, the number of joint holders to whom    the uncertificated share is to be transferred exceeds four.                                                                                                                                                                                                                  |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | (B)    | The board may decline to register        any transfer of a certificated share unless:-                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | (a)    | the instrument of transfer        is left at the office or such other place as the board may from time        to time determine accompanied (save in the case of a transfer by a person        to whom the Company is not required by law to issue a certificate and        to whom a certificate has not been issued) by the certificate for the        share to which it relates and such other evidence as the board may reasonably        require to show the right of the person executing the instrument of transfer        to make the transfer; |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | (b)    | the instrument of transfer        is in respect of only one class of share; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | (c)    | in the case of a transfer        to joint holders, the number of joint holders to whom the share is to        be transferred does not exceed four.                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |

Notice of Refusal

37.     If    the board declines to register a transfer of a share it shall, within two    months after the date on which the instrument of transfer was lodged or,    in the case of uncertificated shares, within two months after the date on    which the relevant Operator-instruction is received, send to the transferee    notice of the refusal. 

No fee for registration

38.     No    fee shall be charged by the Company for registering any transfer or other    document relating to or affecting the title to any share or for making any    other entry in the register.

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Closure of register

39.     The    registration of transfers may be suspended at such times and for such periods    as the board may from time to time determine and either generally or in respect    of any class of shares. The register of members shall not be closed for more    than thirty days in any year.

TRANSMISSION OF SHARES

Transmission on death

40.     If    a member dies, the survivor or survivors, where he was a joint holder, and    his personal representatives, where he was a sole holder or the only survivor    of joint holders, shall be the only persons recognised by the Company as    having any title to his shares; but nothing contained in these articles shall    release the estate of a deceased holder from any liability in respect of    any share held by him solely or jointly with other persons. 

Entry of transmission in register

41.     Where    the entitlement of a person to a share in consequence of the death or bankruptcy    of a member or of any other event giving rise to its transmission by operation    of law is proved to the satisfaction of the board, the board shall within    two months after proof cause the entitlement of that person to be noted in    the register. 

Election of      Person Entitled by Transmission

42.     Any    person entitled by transmission to a share may, subject as provided elsewhere    in these articles, elect either to become the holder of the share or to have    some person nominated by him registered as the holder. If he elects to be    registered himself he shall give notice to the Company to that effect. If    he elects to have another person registered, he shall transfer title to the    share to that person. The board may at any time give notice requiring the    person to elect either to be registered himself or to transfer the share    and if the notice is not complied with within sixty days the board may withhold    payment of all dividends and other moneys payable in respect of the share    until the requirements of the notice have been complied with. All the provisions    of these articles relating to the transfer of, and registration of transfers    of, shares shall apply to the notice or transfer as if the death or bankruptcy    of the member or other event giving rise to the transmission had not occurred    and the notice or transfer was given or executed by the member. 

Rights of person entitled by transmission

43.     Where    a person becomes entitled by transmission to a share, the rights of the holder    in relation to that share shall cease, but the person entitled by transmission    to the share may give a good discharge for any dividends or other moneys    payable in respect of it and shall have the same rights in relation to the    share as he would have had if he were the holder of it save that, until he    becomes the holder, he shall not be entitled in respect of the share to attend    or vote at any general meeting of the Company or at any separate general    meeting of the holders of any class of shares in the Company. The board may    at any time give notice requiring the person to elect either to be registered    himself or to transfer the share and if the notice is not complied with within    sixty days the board may withhold payment of all dividends and other moneys    payable in respect of the share until the requirements of the notice have    been complied with. 

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Untraced shareholders

44.     The    Company may sell any shares in the Company on behalf of the holder of, or    person entitled by transmission to, the shares instructing a member of the    London Stock Exchange to sell them at the best price reasonably obtainable    at the time of the sale if:-

|   | (a)    | the shares have been in issue        either in certificated or uncertificated form throughout the qualifying        period and at least three cash dividends have become payable on the shares        during the qualifying period; and                                                                                                                                                                                  |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | (b)    | no cash dividend payable on        the shares has either been claimed by presentation to the paying bank        of the relevant cheque or warrant or been satisfied by the transfer of        funds to a bank account designated by the holder of, or person entitled        by transmission to, the shares or by the transfer of funds by means of        a relevant system at any time during the relevant period; and |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | (c)    | the Company has not at any        time during the relevant period received:                                                                                                                                                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                     |

|   |                                                                                                                                                                                                                                                                                                | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | in the case of holders of free        shares acquired by them by virtue of the transfer of the business of        ANBS to the Company, satisfactory registration details or, in the case        of other holders of shares (save where sub-paragraph (ii) below applies        to such persons), so far as the Company at the end of the relevant period        is then aware, any communication from the holder of, or person entitled        by transmission to, the shares; or          |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | in the case of holders of shares        issued as a consequence of the transfer of the business of N&P to        the Company, satisfactory registration details from the holder of, or        person entitled by transmission to, the shares or, in the case of such        shares issued to a trustee in accordance with the terms of the transfer        of the business of N&P to the Company, from the person entitled to        such shares under the terms of the trust; and |
|   |                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   | (d)                                                                                                                                                                                                                                                                                                 | the Company has caused advertisements        giving notice of its intention to sell the shares to be published (i)        (in the case of shares issued as a consequence of the transfer of the        business of N&P to the Company other than shares in respect of which        satisfactory registration details have been received by the Company)        in two daily newspapers with a national circulation, and (ii) (in any        other case) one in a daily newspaper with a national circulation and        another in a newspaper circulating in the area of the address shown in        the register of the holder of, or person entitled by transmission to,        the shares, and (in either such case) a period of three months has elapsed        from the date of publication of the advertisements or of the last of        the two advertisements to be published if they are published on different        dates; |
|   |                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | (e)                                                                                                                                                                                                                                                                                                 | the Company has given notice        to the Stock Exchange of its intention to make the sale;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | and any shares which are proposed        to be sold under this article may be selected by the Company at its discretion        and any advertisements published by the Company need not refer to the        individual names of the holders or individually identify the shares in        question. |
|   |                                                                                                                                                                                                                                                                                                |

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|   | For the purposes of this article:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | “the qualifying period” means        the period of twelve years immediately preceding the date of publication        of the relevant advertisements referred to in sub-paragraph (d) above        or of the first of the two advertisements to be published if they are        published on different dates except that (i) in relation to shares acquired        by holders by virtue of the transfer of the business of ANBS to the Company        and (ii) in relation to shares issued as a consequence of the transfer        of the business of N&P to the Company (other than shares in respect        of which satisfactory registration details have been received by the        Company), such phrase shall have the foregoing meaning but with the substitution        of the period of three years for that of twelve years; and |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | “the relevant period” means        the period beginning at the commencement of the qualifying period and        ending on the date when all the requirements of sub-paragraphs (a) to        (e) above have been satisfied.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |

     For    the purpose of (i) sub-paragraph (c)(i) above, a statutory declaration that    the declarant is a director of the Company or the secretary and that the    Company was not aware at the end of the relevant period of having at any    time during the relevant period received any communication from the holder    of, or person entitled by transmission to, the shares shall be conclusive    evidence of the facts stated in it as against all persons claiming to be    entitled to the shares, and (ii) sub-paragraph (c)(ii) above, a statutory    declaration that the declarant is a director of the Company or the secretary    and that the Company had not, at any time during the relevant period, received    satisfactory registration details in respect of the shares from the holder    of, or person entitled by transmission to, the shares or, in the case of    any such shares issued to a trustee in accordance with the terms of the transfer    of the business of N&P to the Company, from the person entitled to such    shares under the terms of the trust shall be conclusive evidence of the facts    stated in that declaration as against all persons claiming to be entitled    to the shares.

     If,    after the publication of either or both of the advertisements referred to    in sub-paragraph (d) above but before the Company has become entitled    to sell the shares pursuant to this article, the requirements of sub-paragraph    (b) or (c) above cease to be satisfied, the Company may nevertheless sell    those shares after the requirements of sub-paragraphs (a) to (e) above    have been satisfied afresh in relation to them. 

     If    during any relevant period further shares have been issued in right of those    held at the beginning of that relevant period or of any previously so issued    during that relevant period and all the requirements of sub-paragraphs (b)    to (e) above have been satisfied in regard to the further shares, the Company    may also sell the further shares.

     The    manner, timing and terms of any sale of shares pursuant to this article (including    but not limited to the price or prices at which the same is made) shall be    such as the board determines (and may, without limitation, include a term    that the price is payable in instalments), based upon advice from such bankers,    brokers or other persons as the board considers appropriate which are consulted    by it for the purposes, to be reasonably practicable having regard to all    the circumstances including the number of shares to be disposed of and the    requirement that the disposal be made without delay; and the board shall    not be liable to any person for any of the consequences of reliance on such    advice. Provided that a sale is made in accordance with this paragraph, the    validity of the sale shall not, for any purpose, be affected by the fact    that the method of sale may confer a benefit on the Group.

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     To    give effect to any sale of shares pursuant to this article the board may    authorise some person to transfer the shares in question and may enter the    name of the transferee in respect of the transferred shares in the register    notwithstanding the absence of any share certificate being lodged in respect    thereof and may issue a new certificate to the transferee and an instrument    of transfer executed by that person shall be as effective as if it had been    executed by the holder of, or person entitled by transmission to, the shares.    The purchaser shall not be bound to see to the application of the purchase    moneys nor shall his title to the shares be affected by any irregularity    or invalidity in the proceedings relating to the sale. The net proceeds of    sale shall belong to the Company and, upon their receipt, the Company shall    become indebted (the debt being payable not earlier than the date or dates    on which the proceeds of sale are received by the Company) to the former    holder of, or person entitled by transmission to, the shares or, in the case    of shares issued to a trustee in accordance with the terms of the transfer    of the business of N&P to the Company, to the person entitled to such    shares under the terms of the trust for an amount equal to the net proceeds.    No trust shall be created in respect of the debt and no interest shall be    payable in respect of it and the Company shall not be required to account    for any moneys earned from the net proceeds which may be employed in the    business of the Company or as it thinks fit. For the purposes of calculating    the “net proceeds”, the Company shall be entitled (i) to deduct    any costs or expenses incurred by it in connection with the sale and to charge    for any services (including, without limitation, the provisions of any guarantee,    indemnity, other assurance or support) provided by the Group in connection    with the sale; (ii) to make provision for any taxation which may arise in    relation to the sale and (iii) to deduct any other amounts to which the trustee    referred to above may be entitled under the terms of the trust.

ALTERATION OF SHARE CAPITAL

Increase, consolidation, subdivision and cancellation

45.      Subject    as provided in these articles, the Company may from time to time by ordinary    resolution:-

|   | (a)    | increase its share capital        by such sum to be divided into shares of such amount as the resolution        shall prescribe;                                                                                                                                                                                                                                         |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                     |
|   | (b)    | consolidate and divide all or        any of its share capital into shares of larger amount than its existing        shares;                                                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                     |
|   | (c)    | (subject to the provisions of        the Companies Acts) sub-divide its shares or any of them into shares        of smaller amount and the resolution may determine that, as between the        shares resulting from the sub-division, any of them may have any preference        or advantage or be subject to any restriction as compared with the others;        and |
|   |   |                                                                                                                                                                                                                                                                                                                                                                     |
|   | (d)    | cancel any shares which, at        the date of the passing of the resolution, have not been taken or agreed        to be taken by any person and diminish the amount of its share capital        by the amount of the shares so cancelled.                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                     |

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Fractions

46.      Whenever    as a result of a consolidation of shares any members would become entitled    to fractions of a share, the board may deal with the fractions as it thinks    fit and in particular may aggregate and sell the shares representing the    fractions to any person (including, subject to the provisions of the Companies    Acts, the Company) and distribute the net proceeds of sale in due proportion    among those members, and the board may authorise some person to transfer    or deliver the shares to, or in accordance with the directions of, the purchaser.    The person to whom any shares are transferred or delivered shall not be bound    to see to the application of the purchase money nor shall his title to the    shares be affected by any irregularity in, or invalidity of, the proceedings    relating to the sale.

Reduction of capital

47.      Subject    to the provisions of the Companies Acts and to any rights conferred on the    holders of any class of shares, the Company may in any way by special resolution    reduce its share capital, any capital redemption reserve and any share premium    account.

Purchase of own shares

48.      Subject    to the provisions of the Companies Acts and to any rights conferred on the    holders of any class of shares, the Company may purchase all or any of its    shares of any class, including any redeemable shares. Every contract for    the purchase of, or under which the Company may become entitled or obliged    to purchase, shares in the Company shall be authorised by such resolution    of the Company as may be required by the Companies Acts and by an extraordinary    resolution passed at a separate general meeting of the holders of any shares    which at the date on which the contract is authorised by the Company in general    meeting entitle them, either immediately or at any time later on, to convert    all or any of the shares of that class held by them into equity share capital    of the Company. Neither the Company nor the board shall be required to select    the shares to be purchased rateably or in any other particular manner as    between the holders of shares of the same class or as between them and the    holders of shares of any other class or in accordance with the rights as    to dividends or capital conferred by any class of shares. 

GENERAL MEETINGS

Extraordinary general meetings

49.      Any    general meeting of the Company other than an annual general meeting shall    be called an extraordinary general meeting.

Annual general meetings

50.      The    board shall convene and the Company shall hold general meetings as annual    general meetings in accordance with the requirements of the Companies Acts.

Summary      Financial Statements

50a.      The    Company may send summary financial statements to members of the Company instead    of copies of its full accounts and reports and for the purposes of this article    sending includes using electronic communications and publication on a web    site in accordance with the Companies Acts.

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Calling of extraordinary general meetings

51.      The    board may convene an extraordinary general meeting whenever it thinks fit    and, upon receipt of a requisition of members pursuant to the provisions    of the Companies Acts, shall forthwith proceed to do so for a date not later    than eight weeks after deposit of the requisition at the office.

NOTICE OF GENERAL MEETINGS

Length of notice

52.      An    annual general meeting and an extraordinary general meeting called for the    passing of a special resolution or a resolution appointing a person as a    director shall be called by not less than twenty-one clear days’ notice    in writing. All other extraordinary general meetings shall be called by not    less than fourteen clear days’ notice in writing. The notice shall    specify the place, day and time of the meeting, and the general nature of    the business to be transacted. Notice of every general meeting shall be given    to all members other than any who, under the provisions of these articles    or the terms of issue of the shares they hold, are not entitled to receive    such notices from the Company, and also to the auditors or, if more than    one, each of them. 

          Notwithstanding    that a meeting of the Company is called by shorter notice than that specified    in this article, it shall be deemed to have been properly called if it is    so agreed:-

|   | (a)    | in the case of an annual general        meeting, by all the members entitled to attend and vote at the meeting;        and                                                                                                                                     |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                           |
|   | (b)    | in the case of any other meeting,        by a majority in number of the members having a right to attend and vote        at the meeting, being a majority together holding not less than 95 per        cent. in nominal value of the shares giving that right. |

          References    in this article to notice in writing include the use of electronic communications    and publication on a web site in accordance with the Companies Acts.

Omission or non-receipt of notice

53.      The    accidental omission to give notice of a meeting or (in cases where instruments    of proxy are sent out with the notice) the accidental omission to send an    instrument of proxy to, or the non-receipt of either or both by, any person    entitled to receive the notice shall not invalidate the proceedings at that    meeting. 

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Control of attendance

54.      (A)     The    board may, for the purpose of controlling the level of attendance at any    place specified for the holding of a general meeting, from time to time make    such arrangements whether involving the issue of tickets (on a basis intended    to afford to all members otherwise entitled to attend such meeting an equal    opportunity of being admitted to the meeting) or the imposition of some random    means of selection or otherwise as it shall in its absolute discretion consider    to be appropriate, and may from time to time vary any such arrangements or    make new arrangements in place therefor and the entitlement of any member    or proxy to attend a general meeting at such place shall be subject to any    such arrangements as may be for the time being in force and by the notice    of meeting stated to apply to that meeting. In the case of any general meeting    to which such arrangements apply the board shall, and in the case of any    other general meeting the board may, when specifying the place of the general    meeting, direct that the meeting shall be held at a place specified in the    notice at which the chairman of the meeting shall preside (“the Principal    Place”) and make arrangements for simultaneous attendance and participation    at other places by members otherwise entitled to attend the general meeting    but excluded therefrom under the provisions of this article or who wish to    attend at any of such other places provided that persons attending at the    Principal Place and at any of such other places shall be able to see and    hear and be seen and heard by persons attending at the Principal Place and    at such other places. Such arrangements for simultaneous attendance may include    arrangements for controlling the level of attendance in any manner aforesaid    at such other places provided that they shall operate so that any such excluded    members as aforesaid are able to attend at one of such other places. For    the purposes of all other provisions of these articles any such meeting shall    be treated as being held and taking place at the Principal Place.

Security Arrangements

54.      (B)     The    board may direct that persons wishing to attend any general meeting should    submit to such searches or other security arrangements or restrictions as    the board shall consider appropriate in the circumstances and shall be entitled    in its absolute discretion to, or to authorise some one or more persons who    shall include a director or the secretary or the chairman of the meeting    to, refuse entry to, or to eject from, such general meeting any person who    fails to submit to such searches or otherwise to comply with such security    arrangements or restrictions.

PROCEEDINGS AT GENERAL MEETINGS

Quorum

55.      No    business shall be transacted at any general meeting unless a quorum is present    when the meeting proceeds to business, but the absence of a quorum shall    not preclude the choice or appointment of a chairman of the meeting which    shall not be treated as part of the business of the meeting. Save as otherwise    provided by these articles, two members present in person or by proxy and    entitled to vote shall be a quorum for all purposes. 

Procedure if quorum not present

56.      If    within five minutes (or such longer time not exceeding one hour as the chairman    of the meeting may decide to wait) after the time appointed for the commencement    of the meeting a quorum is not present, the meeting shall stand adjourned    to such other day (not being less than fourteen nor more than twenty-eight    days later) and at such other time or place as the chairman of the meeting    may decide and at such adjourned meeting one member present in person or    by proxy (whatever the number of shares held by him) shall be a quorum. The    Company shall give not less than seven clear days’ notice in writing    of any meeting adjourned through want of a quorum and the notice shall state    that one member present in person or by proxy (whatever the number of shares    held by him) shall be a quorum. References in this article to notice in writing    include the use of electronic communications and publication on a web site    in accordance with the Companies Acts.

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Chairman of general meeting

57.      The    chairman (if any) of the board or, in his absence, such deputy chairman (if    any) as the board shall have agreed or agree shall preside as chairman at    every general meeting. If there is no chairman or no such deputy chairman,    or if at any meeting neither the chairman nor any such deputy chairman is    present within five minutes after the time appointed for the commencement    of the meeting, or if neither the chairman nor any such deputy chairman is    willing to act as chairman, the directors present shall choose one of their    number to act, or if one director only is present he shall preside as chairman    if willing to act. If no director is present, or if each of the directors    present declines to take the chair, the persons present and entitled to vote    shall appoint one of their number to be chairman. 

Directors’ right to attend and speak

58.      Each    director shall be entitled to attend and speak at any general meeting of    the Company and at any separate general meeting of the holders of any class    of shares in the Company.

Adjournments

59.      The    chairman may at any time without the consent of the meeting adjourn any meeting    (whether or not it has commenced or a quorum is present) either until further    notice or to another time or place where it appears to him that:

|   | (a)    | the members wishing to attend        cannot be conveniently accommodated in the place appointed for the meeting;       |
|--------|--------|------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                   |
|   | (b)    | the conduct of persons present        prevents or is likely to prevent the orderly continuation of business;        or |
|   |   |                                                                                                                   |
|   | (c)    | an adjournment is otherwise        necessary so that the business of the meeting may be properly conducted.            |

In addition, the chairman may at    any time with the consent of any meeting at which a quorum is present (and    shall if so directed by the meeting) adjourn the meeting either until further    notice or to another time or place. When a meeting is adjourned sine die the    time and place for the adjourned meeting shall be fixed by the board. No    business shall be transacted at any adjourned meeting except business which    might properly have been transacted at the meeting had the adjournment not    taken place. 

Postponement      of General Meetings

59a.      If    the board, in its absolute discretion, considers that it is impractical or    unreasonable for any reason to hold a general meeting on the date or at the    time or place specified in the notice calling the general meeting, it may    postpone the general meeting to another date, time and/or place. The board    shall take reasonable steps to ensure that notice of the date, time and place    of the postponed meeting is given to any member trying to attend the meeting    at the original time and place not being more than 14 days from the date    of the original meeting. Notice of the date, time and place of the postponed    meeting shall, if practicable, also be placed in at least two national newspapers    in the United Kingdom. Notice of the business to be transacted at such postponed    meeting shall not be required.

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Notice of adjourned      meeting

60.      When    a meeting is adjourned for 14 days or more, not less than seven clear days’ notice    of the adjourned meeting shall be given. Such notice may be given by advertisement    published on the same date in at least two leading daily newspapers in the    United Kingdom and such notice shall be deemed to have been served at noon    on the day when the advertisement appears. Save as otherwise to provide,    it shall not be necessary to give any notice of an adjournment or of the    business to be transacted at an adjourned meeting.

When a meeting is adjourned for 30    days or more or until further notice (in which latter case the date, time    and place of the adjourned meeting shall be fixed by the board), notice of    the adjourned meeting shall be given as in the case of an original meeting.    Save as otherwise provided in these articles, it shall not be necessary to    give any notice of an adjournment or of the business to be transacted at    an adjourned meeting.

Amendments to      resolutions

61.      If    an amendment shall be proposed to any resolution under consideration but    shall in good faith be ruled out of order by the chairman of the meeting,    the proceedings on the substantive resolution shall not be invalidated by    any error in such ruling.

VOTING

Votes of members

62.      Subject    to any special terms as to voting upon which any shares may be issued or    may for the time being be held or any suspension or any abrogation of voting    rights pursuant to these articles, on a show of hands every member who is    present in person at a general meeting of the Company shall have one vote,    and on a poll every member who is present in person or by proxy shall have    one vote for every share of which he is the holder. 

Method of voting

63.      (A)     At    any general meeting a resolution put to the vote of the meeting shall be    decided on a show of hands unless (before or on the declaration of the result    of the show of hands or on the withdrawal of any other demand for a poll)    a poll is properly demanded. Subject to the Companies Acts, a poll may be    demanded by:-

|   | (a)    | the chairman of the meeting;        or                                                                                                                                                                                                                                                                            |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                              |
|   | (b)    | at least five members present        in person or by proxy and entitled to vote; or                                                                                                                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                              |
|   | (c)    | any member or members present        in person or by proxy and representing in the aggregate not less than        one-tenth of the total voting rights of all the members having the right        to attend and vote at the meeting; or                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                              |
|   | (d)    | any member or members present        in person or by proxy and holding shares conferring a right to attend        and vote at the meeting on which there have been paid up sums in the        aggregate equal to not less than one-tenth of the total sum paid up on        all the shares conferring that right. |

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          (B)      Unless    a poll is so demanded and the demand is not withdrawn, a declaration by the    chairman that a resolution has been carried or carried unanimously or by    a particular majority or not carried by a particular majority or lost shall    be conclusive evidence of the fact without proof of the number or proportion    of the votes recorded for or against the resolution. 

Procedure if poll demanded

64.      If    a poll is properly demanded it shall be taken in such manner as the chairman    shall direct and he may appoint scrutineers who need not be members. The    result of the poll shall be deemed to be the resolution of the meeting at    which the poll was demanded. 

When poll to be taken

65.      A    poll demanded on the election of a chairman, or on a question of adjournment,    shall be taken forthwith. A poll demanded on any other question shall be    taken either forthwith or on such date (being not later than thirty days    after the date of the demand) and at such time and place as the chairman    shall direct. It shall not be necessary (unless the chairman otherwise directs)    for notice to be given of a poll. 

Continuance of other business after poll demand

66.      The    demand for a poll shall not prevent the continuance of a meeting for the    transaction of any business other than the question on which the poll was    demanded, and it may be withdrawn with the consent of the chairman at any    time before the close of the meeting or the taking of the poll, whichever    is the earlier, and in that event shall not invalidate the result of a show    of hands declared before the demand was made. 

Votes on a poll

67.      On    a poll votes may be given either personally or by proxy. 

Casting vote of chairman

68.      In    the case of an equality of votes at a general meeting, whether on a show    of hands or on a poll, the chairman of the meeting shall be entitled to an    additional or casting vote. 

Votes of joint holders

69.      In    the case of joint holders of a share, the vote of the senior who tenders    a vote, whether in person or by proxy, shall be accepted to the exclusion    of the votes of the other joint holders and, for this purpose, seniority    shall be determined by the order in which the names stand in the register    in respect of the joint holding. 

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Voting on behalf of incapable member

70.      A    member in respect of whom an order has been made by any competent court or    official on the ground that he is or may be suffering from mental disorder    or is otherwise incapable of managing his affairs may vote, whether on a    show of hands or on a poll, by any person authorised in such circumstances    to do so on his behalf and that person may vote on a poll by proxy, provided    that evidence to the satisfaction of the board of the authority of the person    claiming to exercise the right to vote has been delivered at the office (or    at such other place as may be specified in accordance with these articles    for the delivery of instruments appointing a proxy which are not electronic    communications) not later than the last time at which an instrument of proxy    should have been delivered in order to be valid for use at that meeting or    on the holding of that poll. 

No right to vote where sums overdue on shares

71.      No    member shall, unless the board otherwise decides, be entitled to vote at    any general meeting of the Company or at any separate general meeting of    the holders of any class of shares in the Company unless all calls or other    sums presently payable by him in respect of shares in the Company have been    paid. 

Suspension of      Rights Where Non-Disclosure of Interest

72.      (A)     Where    the holder of any shares in the Company, or any other person appearing to    be interested in those shares, fails to comply within the relevant period    with any statutory notice in respect of those shares, the Company may give    the holder of those shares a further notice (a “restriction notice”)    to the effect that from the service of the restriction notice those shares    will be subject to some or all of the relevant restrictions, and from service    of the restriction notice those shares shall, notwithstanding any other provision    of these articles, be subject to those relevant restrictions accordingly.

          (B)      If    after the service of a restriction notice in respect of any shares the board    is satisfied that all information required by any statutory notice relating    to those shares or any of them from their holder or any other person appearing    to be interested in the shares the subject of the restriction notice has    been supplied, the Company shall, within 7 days, cancel the restriction notice.    The Company may at any time at its discretion cancel any restriction notice    or exclude any shares from it. A restriction notice shall automatically cease    to have effect in respect of any shares transferred where the transfer is    pursuant to an arm’s length sale of those shares.

          (C)      Where    any restriction notice is cancelled or ceases to have effect in relation    to any shares, any moneys relating to those shares which were withheld by    reason of that notice shall be paid without interest to the person who would    but for the notice have been entitled to them or as he may direct.

          (D)      Any    new shares in the Company issued in right of any shares subject to a restriction    notice shall also be subject to the restriction notice, and the board may    make any right to an allotment of the new shares subject to restrictions    corresponding to those which will apply to those shares by reason of the    restriction notice when such shares are issued.

          (E)      Any    holder of shares on whom a restriction notice has been served may at any    time request the Company to give in writing the reason why the restriction    notice has been served, or why it remains uncancelled, and within 14 days    of receipt of such a notice the Company shall give that information accordingly.

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          (F)      If    a statutory notice is given by the Company to a person appearing to be interested    in any share, a copy shall at the same time be given to the holder, but the    failure or omission to do so or the non-receipt of the copy by the holder    shall not invalidate such notice.

          (G)      This    article is in addition to, and shall not in any way prejudice or affect,    the statutory rights of the Company arising from any failure by any person    to give any information required by a statutory notice within the time specified    in it. For the purpose of this article a statutory notice need not specify    the relevant period, and may require any information to be given before the    expiry of the relevant period.

          (H)      In    this article:

|   |   |   | a sale is an “arm’s          length sale” if the board is satisfied that it is a bona          fide sale of the whole of the beneficial ownership of the shares to          a party unconnected with the holder or with any person appearing to          be interested in such shares and shall include a sale made by way of          or in pursuance of acceptance of a take-over offer and a sale made          through the London Stock Exchange or any other stock exchange outside          the United Kingdom on which the Company’s shares are normally          traded. For this purpose an associate (within the definition of that          expression in any statute relating to insolvency in force at the date          of adoption of this article) shall be included amongst the persons          who are connected with the holder or any person appearing to be interested          in such shares; |
|--------|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |   |   | “person appearing to          be interested” in any shares shall mean any person named          in a response to a statutory notice or otherwise notified to the Company          by a member as being so interested or shown in any register kept by          the Company under the Companies Acts as so interested or, taking into          account a response or failure to respond in the light of the response          to any other statutory notice and any other relevant information in          the possession of the Company, any person whom the Company knows or          has reasonable cause to believe is or may be so interested;                                                                                                                                                                                                                                                                                |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |   |   | “person with a 0.25          per cent. interest” means a person who holds, or is shown          in any register kept by the Company under the Companies Acts as having          an interest in, shares in the Company which comprise in total at least          0.25 per cent. in number or nominal value of the shares of the Company,          or of any class of such shares, in issue at the date of service of          the statutory notice or the restriction notice (as the case may be);                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |   |   | “relevant period” means        14 days;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |   |   | “relevant restrictions” mean        in the case of a restriction notice served on a person with a 0.25 per        cent. interest that:-                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |

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|   |   |   | (i)                                                                                                                                                                                                                            | the shares shall not confer          on the holder any right to attend or vote either personally or by proxy          at any general meeting of the Company or at any separate general meeting          of the holders of any class of shares in the Company or to exercise          any other right conferred by membership in relation to general meetings; |
|--------|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |   |                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                          |
|   |   |   | (ii)                                                                                                                                                                                                                           | the board may withhold payment          of all or any part of any dividends or other moneys payable in respect          of the shares and the holder shall not be entitled to receive shares          in lieu of dividend;                                                                                                                                    |
|   |   |   |                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                          |
|   |   |   | (iii)                                                                                                                                                                                                                          | the board may (subject to          the requirements of the Uncertificated Securities Regulations) decline          to register a transfer of the shares or any of them unless such a transfer          is pursuant to an arm’s length sale                                                                                                              |
|   |   |   |                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                          |
|   |   |   | and in any other          case mean only the restriction specified in sub-paragraph (i) of this          definition;                                                                                                           |
|   |   |   |                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                          |
|   |   |   | “statutory            notice” means a notice served by the Company under the            Companies Acts requiring particulars of interests in shares or of            the identity of persons interested in shares. |

Objections or errors in voting

73.      If:-

|   | (a)    | any objection shall be raised          to the qualification of any voter; or                                             |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                     |
|   | (b)    | any votes have been counted          which ought not to have been counted or which might have been rejected;          or |
|   |   |                                                                                                                     |
|   | (c)    | any votes are not counted          which ought to have been counted;                                                     |

the objection or error shall not      vitiate the decision of the meeting or adjourned meeting on any resolution      unless it is raised or pointed out at the meeting or, as the case may be,      the adjourned meeting at which the vote objected to is given or tendered      or at which the error occurs. Any objection or error shall be referred      to the chairman of the meeting and shall only vitiate the decision of the      meeting on any resolution if the chairman decides that the same may have      affected the decision of the meeting. The decision of the chairman on such      matters shall be conclusive. 

PROXIES

Execution of proxies

74.      An      instrument appointing a proxy shall be in writing under the hand of the      appointor or his attorney authorised in writing or, if the appointor is      a corporation, either under its seal or under the hand of an officer, attorney      or other person authorised to sign it. In this article references to in      writing include the use of electronic communications subject to such terms      and conditions as the board may decide.

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Delivery of proxies

75.      The      instrument appointing a proxy must:

 (i)      in      the case of an instrument which is not in the form of or contained in an      electronic communication, be delivered to the office (or to such other      place in the United Kingdom as may be specified in the notice convening      the meeting or in any notice of any adjournment or, in either case, in      any accompanying document) not less than forty-eight hours before the time      appointed for holding the meeting or adjourned meeting at which the person      named in the instrument proposes to vote or, in the case of a poll taken      subsequently to the date of the meeting or adjourned meeting, not less      than twenty-four hours before the time appointed for the taking of the      poll together with (if required by the board) any authority under which      it is executed or a copy of the authority, certified notarially or in some      other manner approved by the board; or

(ii)      in      the case of an instrument which is in the form of or contained in an electronic      communication, where an address has been specified for the purpose of delivering      electronic communications in the notice convening the meeting or in any      notice of any adjournment or, in either case, in any accompanying document,      be delivered at such address not less than forty-eight hours before the      time appointed for holding the meeting or adjourned meeting at which the      person named in the instrument proposes to vote or, in the case of a poll      taken subsequently to the date of the meeting or adjourned meeting, not      less than twenty-four hours before the time appointed for the taking of      the poll. Any authority under which such instrument is executed or a copy      of the authority, certified notarially or in some other manner approved      by the board, must (if required by the board) be delivered at the office      (or such other place in the United Kingdom as may be specified in the notice      convening the meeting or in any notice of any adjournment or, in either      case, in any accompanying document) not less than forty-eight hours before      the time appointed for holding the meeting or adjourned meeting at which      the person named in the instrument proposes to vote or, in the case of      a poll taken subsequently to the date of the meeting or adjourned meeting,      not less than twenty-four hours before the time appointed for the taking      of the poll,

and an instrument of proxy which      is not so delivered shall be invalid. When two or more valid but differing      instruments of proxy are delivered in respect of the same share for use      at the same meeting, the one which is last delivered (regardless of its      date or of the date of its execution) shall be treated as replacing and      revoking the others as regards that share: if the Company is unable to      determine which was last delivered, none of them shall be treated as valid      in respect of that share. Delivery of an instrument appointing a proxy      shall not preclude a member from attending and voting in person at the      meeting or poll concerned.

Maximum validity of proxy

76.      No      instrument appointing a proxy shall be valid after twelve months have elapsed      from the date named in it as the date of its execution. 

Form of proxy

77.      (A)     Instruments      of proxy shall be in any usual form or in such other form as the board      may approve and the board may, if it thinks fit, but subject to the provisions      of the Companies Acts, send out with the notice of any meeting forms of      instrument of proxy for use at the meeting. The instrument of proxy shall      be deemed to confer authority to demand or join in demanding a poll and      to vote on any amendment of a resolution put to the meeting for which it      is given as the proxy thinks fit. The instrument of proxy shall, unless      the contrary is stated in it, be valid as well for any adjournment of the      meeting as for the meeting to which it relates.

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           (B)      The      directors can, but they do not have to, accept proxy forms which are delivered      electronically or by other data transmission process subject to any limitations,      restrictions or conditions that they decide. If so, then any requirement      of these articles that the proxy form is in writing does not apply but      the directors can require such evidence as they think appropriate to show      that the proxy appointment is effective.

Cancellation of proxy’s authority

78.      A      vote given or poll demanded by a proxy shall be valid notwithstanding the      previous determination of the authority of the person voting or demanding      a poll, unless notice in writing of the determination was received by the      Company at the office (or such other place in the United Kingdom as was      specified for the delivery of instruments of proxy in the notice convening      the meeting or other accompanying document) not later than the last time      at which an instrument of proxy should have been delivered in order to      be valid for use at the meeting or on the holding of the poll at which      the vote was given or the poll demanded. In this article references to      in writing include the use of electronic communications subject to such      terms and conditions as the board may decide.

INCORPORATED MEMBERS

Representatives

79.      (A)     Any      corporation or corporation sole which is a member of the Company may (in      the case of a corporation, by resolution of its directors or other governing      body) authorise such person as it thinks fit to act as its representative      at any meeting of the Company or at any separate meeting of the holders      of any class of shares. A person so authorised shall be entitled to exercise      the same power on behalf of the grantor of the authority as the grantor      could exercise if it were an individual member of the Company, and the      grantor shall for the purposes of these articles be deemed to be present      in person at any such meeting if a person so authorised is present at it. 

           (B)      A      vote given or poll demanded by the duly authorised representative of a      corporation shall be valid notwithstanding the previous determination of      the authority of the person voting or demanding a poll, unless notice in      writing of the determination was received by the Company at the office      (or such other place in the United Kingdom as was specified for the delivery      of instruments of proxy in the notice convening the meeting or other accompanying      document) before the commencement of the meeting or adjourned meeting at      which the vote is given or the poll demanded or (in the case of a poll      taken otherwise than on the same day as the meeting or adjourned meeting)      the time appointed for taking the poll. 

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DIRECTORS

Number of directors

80.      Unless      otherwise determined by ordinary resolution of the Company, the directors      (disregarding alternate directors) shall be not less than ten in number.      The board may from time to time fix and from time to time vary a maximum      number of directors.

Directors’ fees

81.      Each      of the directors shall be paid a fee at such rate as may from time to time      be determined by the board provided that the aggregate of all fees so paid      to directors (excluding amounts payable under any other provision of these      articles) shall not exceed £1,250,000 per annum or such higher amount      as may from time to time be decided by ordinary resolution of the Company. 

Age of directors

82.      (A)     No      person shall be appointed director if at the time of his appointment he      has attained the age of 70, and a director who attains such age shall vacate      his office at the conclusion of the annual general meeting commencing next      after he attains such age; but acts done by a person as director are valid      notwithstanding that it is subsequently discovered that his appointment      had terminated pursuant to this article.

           (B)      Where      a person retires under paragraph (A) above, no provision in these articles      for the automatic reappointment of a retiring director in default of another      appointment shall apply, and if at the meeting at which he retires the      vacancy is not filled, it may be filled as a vacancy.

           (C)      Nothing      in paragraphs (A) and (B) above shall prevent the appointment of a director      at any age, or requires a director to retire at any time, if his appointment      is or was made or approved by the Company in general meeting; but special      notice is required of a resolution appointing or approving the appointment      of a director for it to have effect under this paragraph (C), and the notice      of the resolution given to the Company, and by the Company to the members,      must state or have stated, the age of the person to whom it relates.

           (D)      A      person reappointed director on retiring under paragraph (A) above, or appointed      in place of a director so retiring, is to be treated, for the purpose of      determining the time at which he or any other director is to retire, as      if he had become a director on the day on which the retiring director was      last appointed before his retirement.

           (E)      Subject      to this, the retirement of a director out of turn under paragraph (A) above      is to be disregarded in determining when any other directors are to retire.

APPOINTMENT, RETIREMENT AND REMOVAL      OF DIRECTORS

Power of Company to appoint directors

83.      Subject      to the provisions of these articles, the Company may by ordinary resolution      appoint any person who is willing to act to be a director, either to fill      a vacancy or as an addition to the existing board, but so that the total      number of directors shall not at any time exceed any maximum number fixed      in accordance with these articles.

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Power of board to appoint directors

84.      Without      prejudice to the power of the Company in general meeting pursuant to any      of the provisions of these articles to appoint any person to be a director,      the board may appoint any person who is willing to act to be a director,      either to fill a vacancy or as an addition to the existing board, but so      that the total number of directors shall not at any time exceed any maximum      number fixed in accordance with these articles. Any director so appointed      shall hold office only until the next following annual general meeting      but shall not be taken into account in determining the directors or the      number of directors who are to retire by rotation at that meeting. 

Number to        Retire by Rotation

85.      At      every annual general meeting one third of the directors or, if their number      is not three or any multiple of three, then the number nearest to and less      than one third shall retire from office, but if there are fewer than three      directors they shall all retire. In addition any director who would not      otherwise be required to retire, shall retire by rotation at the third      annual general meeting after his last appointment or re-appointment.

Identity of directors to retire

86.      Subject      to the provisions of the Companies Act and of these articles, the directors      to retire by rotation on each occasion shall be those of the directors      subject to retirement by rotation who have been longest in office since      their last appointment or reappointment but, as between persons who became      or were last reappointed directors on the same day, those to retire shall      (unless they otherwise agree among themselves) be determined by lot. In      addition any director who would not otherwise be required to retire, shall      retire, by rotation at the third annual general meeting after his last      appointment or reappointment. The directors to retire on each occasion      (both as to number and identity) shall be determined by the composition      of the board at the start of business on the date of the notice convening      the annual general meeting and no director shall be required to retire      or be relieved from retiring by reason of any change in the number or identity      of the directors after that time on the date of the notice but before the      close of the meeting. 

Filling rotation vacancies

87.      Subject      to the provisions of these articles, the Company at the meeting at which      a director retires by rotation may fill the vacated office and in default      the retiring director shall, if willing to continue to act, be deemed to      have been reappointed, unless at such meeting it is expressly resolved      not to fill the vacated office or unless a resolution for the reappointment      of that director has been put to the meeting and lost. 

Power of removal by special resolution

88.      In      addition to any power of removal conferred by the Companies Acts, the Company      may by special resolution remove any director before the expiration of      his period of office and may (subject to these articles) by ordinary resolution      appoint another person who is willing to act to be a director in his place.      Any person so appointed shall be treated, for the purpose of determining      the time at which he or any other director is to retire, as if he had become      a director on the day on which the person in whose place he is appointed      was last appointed or reappointed a director. 

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Persons eligible as directors

89.      No      person other than a director retiring at the meeting (whether by rotation      or otherwise) shall be appointed or reappointed a director at any general      meeting unless:-

|   | (a)    | he is recommended by the          board; or                                                                                                                                                                                                                                                                                                                                                                                                                          |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | (b)    | not less than seven nor          more than thirty-five clear days before the day appointed for the meeting,          notice executed by a member qualified to vote at the meeting (not being          the person to be proposed) has been given to the secretary of the intention          to propose that person for appointment or reappointment together with          notice executed by that person of his willingness to be appointed or          reappointed. |

Position of retiring directors

90.      A      director who retires (whether by rotation or otherwise) at an annual general      meeting may, if willing and eligible to continue to act, be reappointed.      If he is not reappointed or deemed to be reappointed, he shall retain office      until the meeting appoints someone in his place or, if it does not do so,      until the end of the meeting. 

Vacation of office by directors

91.      Without      prejudice to the provisions for retirement by rotation or otherwise contained      in these articles, the office of a director shall be vacated if:-

|   | (a) | he resigns his office by          notice in writing delivered to the office or tendered at a meeting          of the board; or |
|--------|-----|--------------------------------------------------------------------------------------------------------------------------------|

|   |   |                                                                                                                                                                     |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | (b)    | he becomes of unsound mind          or a patient for any purpose of any statute relating to mental health          and the board resolves that his office is vacated; or |

|   |   |                                                                                                                                                                                                                                                       |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | (c)    | he is absent without the          permission of the board from meetings of the board (whether or not          an alternate director appointed by him attends) for twelve consecutive          months and the board resolves that his office is vacated; or |

|   |   |                                                                       |
|--------|--------|----------------------------------------------------------------------------|
|   | (d)    | he becomes bankrupt or compounds          with his creditors generally; or |

|   |   |                                                       |
|--------|--------|------------------------------------------------------------|
|   | (e)    | he is prohibited by law          from being a director; or |

|   |   |                                                                                                                               |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------|
|   | (f)    | he ceases to be a director          by virtue of the Companies Acts or is removed from office pursuant          to these articles. |

In this article references to in      writing include the use of electronic communications subject to such terms      and conditions as the board may decide.

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Alternate        directors

92.     (A)   Each      director may appoint any person to be his alternate and may at his discretion      remove an alternate director so appointed. If the alternate director is      not already a director, the appointment, unless previously approved by      the board, shall have effect only upon and subject to its being so approved.      Any appointment or removal of an alternate director shall be effected by      notice in writing executed by the appointor and delivered to the office      or tendered at a meeting of the board, or in any other manner approved      by the board. If his appointor so requests, an alternate director shall      be entitled to receive notice of all meetings of the board or of committees      of the board of which his appointor is a member. He shall also be entitled      to attend and vote as a director at any such meeting at which the director      appointing him is not personally present and at the meeting to exercise      and discharge all the functions, powers and duties of his appointor as      a director and for the purposes of the proceedings at the meeting the provisions      of these articles shall apply as if he were a director.

        (B)     Every      person acting as an alternate director shall (except as regards power to      appoint an alternate and remuneration) be subject in all respects to the      provisions of these articles relating to directors and shall alone be responsible      to the Company for his acts and defaults and shall not be deemed to be      the agent of or for the director appointing him. An alternate director      may be paid expenses and shall be entitled to be indemnified by the Company      to the same extent as if he were a director but shall not be entitled to      receive from the Company any fee in his capacity as an alternate director.

        (C)     Every      person acting as an alternate director shall have one vote for each director      for whom he acts as alternate, in addition to his own vote if he is also      a director. Execution by an alternate director of any resolution in writing      of the board or a committee of the board shall, unless the notice of his      appointment provides to the contrary, be as effective as execution by his      appointor.

        (D)     An      alternate director shall automatically cease to be an alternate director      if his appointor ceases for any reason to be a director except that, if      at any meeting any director retires by rotation or otherwise but is reappointed      or deemed to be reappointed at the same meeting, any appointment made by      him pursuant to this article which was in force immediately before his      retirement shall remain in force as though he had not retired.

        (E)     In      this article references to in writing include the use of electronic communications      subject to such terms and conditions as the board may decide.

Executive directors

93.     The      board may from time to time appoint one or more of its body to hold any      employment or executive office with the Company for such period (subject      to the provisions of the Companies Acts) and upon such other terms as the      board may decide and may revoke or terminate any appointment so made. Any      revocation or termination of the appointment shall be without prejudice      to any claim for damages that the director may have against the Company      or the Company may have against the director for any breach of any contract      of service between him and the Company which may be involved in the revocation      or termination. A director so appointed shall receive such remuneration      (whether by way of salary, commission, participation in profits or otherwise)      as the board may decide, and either in addition to or in lieu of his remuneration      as a director. 

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ADDITIONAL REMUNERATION, EXPENSES      AND PENSIONS

Additional remuneration

94.     Any      director who, by request, goes or resides abroad for any purposes of the      Company or who performs services which in the opinion of the board go beyond      the ordinary duties of a director may be paid such extra remuneration (whether      by way of salary, commission, participation in profits or otherwise) as      the board may determine in addition to any remuneration provided for by      or pursuant to any other article. 

Expenses

95.     Each      director may be paid his reasonable travelling, hotel and incidental expenses      of travelling to, attending and returning from meetings of the board or      committees of the board or general meetings of the Company or any other      meeting which as a director he is entitled to attend and shall be paid      all expenses properly and reasonably incurred by him in the conduct of      the Company’s business or in the discharge of his duties as a director. 

Pensions and gratuities for directors

96.     The      board may exercise all the powers of the Company to provide benefits, either      by the payment of gratuities or pensions or by insurance or in any other      manner whether similar to the foregoing or not, for any director or former      director of the Company or person who was a director of ANBS or the relations,      connections or dependants of any director or former director of the Company      or person who was a director of ANBS. No director or former director shall      be accountable to the Company or the members for any benefit provided pursuant      to this article and the receipt of any such benefit shall not disqualify      any person from being or becoming a director of the Company.

DIRECTORS’ INTERESTS

Permitted interests and voting

97.     (A)    Subject      to the provisions of the Companies Acts and of paragraph (K) below,      no director or proposed or intending director shall be disqualified by      his office from contracting with the Company, either with regard to his      tenure of any office or place of profit or as vendor, purchaser or in any      other manner whatever, nor shall any contract in which any director is      in any way interested be liable to be avoided, nor shall any director who      is so interested be liable to account to the Company or the members for      any remuneration, profit or other benefit realised by the contract by reason      of the director holding that office or of the fiduciary relationship thereby      established. 

        (B)     A      director may hold any other office or place of profit with the Company      (except that of auditor) in conjunction with his office of director for      such period (subject to the provisions of the Companies Acts) and upon      such other terms as the board may decide, and may be paid such extra remuneration      for so doing (whether by way of salary, commission, participation in profits      or otherwise) as the board or any committee authorised by the board may      decide, and either in addition to or in lieu of any remuneration provided      for by or pursuant to any other article. 

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        (C)     A      director of the Company may be or become a director or other officer of,      or otherwise interested in, any company promoted by the Company or in which      the Company may be interested or as regards which it has any power of appointment,      and shall not be liable to account to the Company or the members for any      remuneration, profit or other benefit received by him as a director or      officer of or from his interest in the other company.

        (D)     The      board may cause any voting power conferred by the shares in any other Company      held or owned by the Company or any power of appointment to be exercised      in such manner in all respects as it thinks fit, including the exercise      of the voting power or power of appointment in favour of the appointment      of the directors or any of them as directors or officers of the other company,      or in favour of the payment of remuneration to the directors or officers      of the other company. 

        (E)     A      director may act by himself or his firm in a professional capacity for      the Company (otherwise than as auditor) and he or his firm shall be entitled      to remuneration for professional services as if he were not a director. 

        (F)     A      director shall not vote on, or be counted in the quorum in relation to,      any resolution of the board concerning his own appointment, or the settlement      or variation of the terms or the termination of his own appointment, as      the holder of any office or place of profit with the Company or any other      company in which the Company is interested but, where proposals are under      consideration concerning the appointment, or the settlement or variation      of the terms or the termination of the appointment, of two or more directors      to offices or places of profit with the Company or any other company in      which the Company is interested, a separate resolution may be put in relation      to each director and in that case each of the directors concerned shall      be entitled to vote and be counted in the quorum in respect of each resolution      unless it concerns his own appointment or the settlement or variation of      the terms or the termination of his own appointment or the appointment      of another director to an office or place of profit with a company in which      the Company is interested and the director seeking to vote or be counted      in the quorum owns one per cent. or more of it. 

        (G)     Save      as otherwise provided by these articles, a director shall not vote on,      or be counted in the quorum in relation to, any resolution of the board      in respect of any contract in which he has an interest which (taken together      with any interest of any person connected with him) is to his knowledge      a material interest and, if he shall do so, his vote shall not be counted,      but this prohibition shall not apply to any resolution concerning any of      the following matters:-

|   | (i)    | the giving to him of any          guarantee, indemnity or security in respect of money lent or obligations          undertaken by him or by any person at the request of or for the benefit          of the Company or any of its subsidiary undertakings,                                                                                                                    |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                          |
|   | (ii)   | the giving to a third party          of any guarantee, indemnity or security in respect of a debt or obligation          of the Company or any of its subsidiary undertakings for which he himself          has assumed responsibility in whole or in part under a guarantee or          indemnity or by the giving of security,                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                          |
|   | (iii)  | the subscription or purchase          by him of shares, debentures or other securities of the Company or          any of its subsidiary undertakings pursuant to an offer or invitation          to members or debenture holders of the Company or any of its subsidiary          undertakings, or any class of them, or to the public or any section          of the public, |
|   |   |                                                                                                                                                                                                                                                                                                                                                                          |

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|   | (iv)   | the underwriting by him          of any shares, debentures or other securities of the Company or any          of its subsidiary undertakings,                                                                                                                                                                                                                                                                                                             |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | (v)    | any contract in which he          is interested by virtue of his interest in shares or debentures or          other securities of the Company or by reason of any other interest          in or through the Company,                                                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | (vi)   | any contract concerning          any other company (not being a company in which the director owns one per          cent. or more) in which he is interested directly or indirectly whether          as an officer, shareholder, creditor or otherwise howsoever,                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | (vii)  | any contract concerning          the adoption, modification or operation of a pension fund or retirement,          death or disability benefits scheme which relates both to directors          and employees of the Company or of any of its subsidiary undertakings          and does not provide in respect of any director as such any privilege          or advantage not accorded to the employees to which the fund or scheme          relates,    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | (viii) | any contract for the benefit          of employees of the Company or of any of its subsidiary undertakings,          including without limitation any contract concerning an employees’ share          scheme, under which he benefits in a similar manner as the employees          and which does not accord to any director as such any privilege or          advantage not accorded to the employees to whom the contract relates,          and |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | (ix)   | any contract for the purchase          or maintenance for any director or directors of insurance against any          liability.                                                                                                                                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                      |

        (H)     A      company shall be deemed to be one in which a director owns one per      cent. or more if and so long as (but only if and so long as) he, taken      together with any person connected with him, is to his knowledge (either      directly or indirectly) the holder of or beneficially interested in one per      cent. or more of any class of the equity share capital of that company      or of the voting rights available to members of that company. For the purposes      of this paragraph of this article, there shall be disregarded any shares      held by the director or any such person as bare or custodian trustee and      in which he or any such person has no beneficial interest, any shares comprised      in a trust in which his, or any such person’s, interest is in reversion      or remainder if and so long as some other person is entitled to receive      the income of the trust and any shares comprised in an authorised unit      trust scheme in which he, or any such person, is interested only as a unit      holder.

        (I)     Where      a company in which a director owns one per cent. or more is materially      interested in a contract, he also shall be deemed materially interested      in that contract.

        (J)     If      any question shall arise at any meeting of the board as to the materiality      of the interest of a director (other than the chairman of the meeting)      or as to the entitlement of any director (other than the chairman of the      meeting) to vote or be counted in the quorum and the question is not resolved      by his voluntarily agreeing to abstain from voting or not to be counted      in the quorum, the question shall be referred to the chairman of the meeting      and his ruling in relation to the director concerned shall be conclusive      except in a case where the nature or extent of his interest (so far as      it is known to him) has not been fairly disclosed to the board. If any      question shall arise in respect of the chairman of the meeting, the question      shall be decided by a resolution of the board (for which purpose the chairman      shall be counted in the quorum but shall not vote on the matter) and the      resolution shall be conclusive except in a case where the nature or extent      of the interest of the chairman (so far as it is known to him) has not      been fairly disclosed to the board.

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        (K)     A      director who to his knowledge is in any way, whether directly or indirectly,      interested in a contract with the Company shall declare the nature of his      interest at the meeting of the board at which the question of entering      into the contract is first taken into consideration, if he knows his interest      then exists, or in any other case at the first meeting of the board after      he knows that he is or has become so interested. For the purposes of this      article, a general notice to the board by a director to the effect that      (a) he is a member of a specified company or firm and is to be regarded      as interested in any contract which may after the date of the notice be      made with that company or firm or (b) he is to be regarded as interested      in any contract which may after the date of the notice be made with a specified      person who is connected with him, shall be deemed to be a sufficient declaration      of interest under this article in relation to any such contract; provided      that no such notice shall be effective unless either it is given at a meeting      of the board or the director takes reasonable steps to secure that it is      brought up and read at the next board meeting after it is given. 

         (L)     References      in this article to a contract include references to any proposed contract      and to any transaction or arrangement whether or not constituting a contract.

        (M)     Subject      to the provisions of the Companies Acts, the Company may by ordinary resolution      suspend or relax the provisions of this Article to any extent or ratify      any contract not properly authorised by reason of a contravention of this      Article PROVIDED THAT nothing in this Article shall permit the Company      to cease to comply with the Listing Rules of the London Stock Exchange.

POWERS AND DUTIES OF THE BOARD

General powers of Company vested in board

98.     Subject      to the provisions of the Companies Acts, the memorandum of association      of the Company and these articles and to any directions given by the Company      in general meeting by special resolution, the business of the Company shall      be managed by the board which may exercise all the powers of the Company,      whether relating to the management of the business of the Company or not.      No alteration of the memorandum of association or these articles and no      special resolution shall invalidate any prior act of the board which would      have been valid if that alteration had not been made or that resolution      had not been passed. The powers given by this article shall not be limited      by any special power given to the board by any other article.

Borrowing powers

99.     The      board may exercise all the powers of the Company to borrow money and to      mortgage or charge all or any part of the undertaking, property and assets      (present and future) and uncalled capital of the Company and, subject to      the Companies Acts, to issue debentures and other securities, whether outright      or as collateral security for any debt, liability or obligation of the      Company or of any third party. 

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Executive        boards for businesses and special directors

100.      The      board may establish boards for the operating businesses of the Company,      the members of which may be designated by such description as the board      may determine but such persons shall not by virtue of their appointment      pursuant to this article be constituted for any purposes directors of the      Company. The board may from time to time and at any time delegate to any      such persons so appointed any of the powers, authorities and discretion’s      for the time being vested in the board (other than the powers of borrowing      and making calls), with power to sub-delegate, and may authorise the members      for the time being of such special board to fill any vacancies therein,      and to act notwithstanding vacancies. The board may from time to time fix      the remuneration and other benefits of such persons as aforesaid and impose      such terms, conditions and regulations relating to their appointments,      powers and conduct of their duties as the board thinks fit, and may at      any time remove any persons so appointed and may annul or vary any such      delegation or appointment (whether such person was appointed by the board      or by any other person pursuant to this article). No person dealing in      good faith and without notice of any such annulment or variation shall      be affected thereby. The board may from time to time appoint any person      to any office or employment having a designation or title including the      word “director” or attach to any existing office or employment      with the Company such a designation or title and may revoke or terminate      any appointment so made or the use of any such designation or title. The      inclusion of the word “director” in the designation or title      of any such office or employment shall not imply that such person is, is      deemed to be, or is empowered in any respect to act as, a director of the      Company for any of the purposes of the Companies Acts or these articles.

Powers of        attorney

101.      The      board may, by power of attorney or otherwise, appoint any person to be      the agent of the Company upon such terms (including terms as to remuneration)      as it may decide and may delegate to any person so appointed any of its      powers, authorities and discretion’s (with power to sub-delegate).      The board may remove any person appointed under this article and may revoke      or vary the delegation but no person dealing in good faith and without      notice of the revocation or variation shall be affected by it.

Delegations to individual directors

102.      The      board may entrust to and confer upon any director any of its powers, authorities      and discretion’s (with power to sub-delegate) upon such terms and      conditions and with such restrictions as it thinks fit, and either collaterally      with, or to the exclusion of, its own powers, authorities and discretion’s      and may from time to time revoke or vary all or any of them but no person      dealing in good faith and without notice of the revocation or variation      shall be affected by it.

Official seals

103.      The      Company may exercise all the powers conferred by the Companies Acts with      regard to having official seals, and those powers shall be vested in the      board.

Registers

104.      Subject      to the provisions of the Companies Acts and these articles, the Company      may keep an overseas or local or other register in any place, and the board      may make and vary such regulations as it may think fit respecting the keeping      of the register.

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Provision for employees

105.      The      board may exercise any power conferred by the Companies Acts to make provision      for the benefit of persons employed or formerly employed by the Company      or any of its subsidiaries in connection with the cessation or the transfer      to any person of the whole or part of the undertaking of the Company or      that subsidiary. 

PROCEEDINGS OF THE BOARD

Board meetings

106.      The      board may meet for the despatch of business, adjourn and otherwise regulate      its meetings as it thinks fit. A director at any time may, and the secretary      on the requisition of a director at any time shall, summon a board meeting.

Notice of board meetings

107.      Notice      of a board meeting shall be deemed to be properly given to a director if      it is given to him personally or by word of mouth or sent in writing to      him at his last known address or any other address given by him to the      Company for this purpose. A director absent or intending to be absent from      the United Kingdom may request the board that notices of board meetings      shall during his absence be sent in writing to him at an address given      by him to the Company for this purpose, but such notices need not be given      any earlier than notices given to directors not so absent and if no request      is made to the board it shall not be necessary to give notice of a board      meeting to any director who is for the time being absent from the United      Kingdom. A director may waive notice of any meeting either prospectively      or retrospectively. In this article references to in writing include the      use of electronic communications subject to such terms and conditions as      the board may decide.

Quorum

108.      The      quorum necessary for the transaction of the business of the board may be      fixed by the board and, unless so fixed at any other number, shall be four.      Subject to the provisions of these articles, any director who ceases to      be a director at a board meeting may continue to be present and to act      as a director and be counted in the quorum until the termination of the      board meeting if no other director objects and if otherwise a quorum of      directors would not be present. 

Directors below minimum through vacancies

109.      The      continuing directors or a sole continuing director may act notwithstanding      any vacancy in their number but, if and so long as the number of directors      is reduced below the minimum number fixed by or in accordance with these      articles, the continuing directors or director, notwithstanding that the      number of directors is below the number fixed by or in accordance with      these articles as the quorum or that there is only one continuing director,      may act for the purpose of filling vacancies or of summoning general meetings      of the Company but not for any other purpose.

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Appointment of chairman

110.      The      board may appoint a director to be the chairman or a deputy chairman of      the board, and may at any time remove him from that office. Unless he is      unwilling to do so, the chairman or failing him such deputy chairman as      the board shall have agreed or agree shall act as chairman at every meeting      of the board. If no chairman or no such deputy chairman is appointed, or      if at any meeting neither the chairman nor any such deputy chairman is      present within five minutes after the time appointed for holding the meeting      and willing to act, the directors present may choose one of their number      to be chairman of the meeting.

Competence of meetings

111.      A      duly convened meeting of the board at which a quorum is present shall be      competent to exercise all the powers, authorities and discretion’s      for the time being vested in or exercisable by the board.

Voting

112.      Questions      arising at any meeting shall be determined by a majority of votes. In the      case of an equality of votes, the chairman of the meeting shall have a      second or casting vote. 

Delegation to committees

113.      (A)   The      board may, for such purposes as it may be required by law or as it may      consider appropriate, resolve to delegate any of its powers, authorities      and discretion’s (with power to sub-delegate) to any committee, consisting      of such person or persons (whether a member or members of its body or not)      as it thinks fit. Any committee so formed may exercise its power to sub-delegate      by sub-delegating to any person or persons (whether or not a member or      members of the board or of the committee).

             (B)     Any      committee so formed shall, in the exercise of the powers, authorities and      discretion’s so delegated, conform to any regulations which may be      imposed on it by the board. The meetings and proceedings of any committee      consisting of two or more members shall be governed by the provisions contained      in these articles for regulating the meetings and proceedings of the board      so far as the same are applicable and are not superseded by any regulations      imposed by the board.

             (C)     The      power to delegate contained in this article shall be effective in relation      to the powers, authorities and discretion’s of the board generally      and shall not be limited by the fact that in certain articles, but not      in others, express reference is made to particular powers, authorities      or discretion’s being exercised by the board or by a committee authorised      by the board.

Resolution in writing

114.      A      resolution in writing executed by all the directors for the time being      entitled to receive notice of a meeting of the board (if that number is      sufficient to constitute a quorum) or by all the members of a committee      for the time being shall be as valid and effectual as a resolution passed      at a meeting of the board or, as the case may be, of the committee properly      called and constituted. The resolution may be contained in one document      or in several documents in like form each executed by one or more of the      directors or members of the committee concerned. In this article references      to in writing include the use of electronic communications subject to such      terms and conditions as the board may decide.

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Validity of acts of board or committee

115.      All      acts done by the board or by any committee or by any person acting as a      director or member of a committee shall, notwithstanding that it is afterwards      discovered that there was some defect in the appointment of any member      of the board or committee or person so acting or that they or any of them      were disqualified or had vacated office, be as valid as if each such member      or person had been properly appointed and was qualified and had continued      to be a director or member of the committee.

Participation        in meetings by telephone

116.      All      or any of the members of the board or any committee of the board may participate      in a meeting of the board or that committee by means of a conference telephone      or any communication equipment which allows all persons participating in      the meeting to hear each other. A person so participating shall be deemed      to be present in person at the meeting and shall be entitled to vote or      be counted in a quorum accordingly. Such a meeting shall be deemed to take      place where the largest group of those participating is assembled, or,      if there is no such group, where the chairman of the meeting then is.

SEALS

Use of seals

117.      The      board shall provide for the custody of every seal. A seal shall only be      used by the authority of the board or of a committee of the board authorised      by the board in that behalf. Subject as otherwise provided in these articles,      any instrument to which the common seal is applied shall be signed by at      least one director and the secretary or by at least two directors or by      any other person or persons duly authorised by the board either generally      or in relation to specific instruments or instruments of specific descriptions,      provided that if signatures are not autographic but are applied by some      mechanical means or printed such instruments shall be deemed to be duly      signed, and any instrument to which an official seal is applied need not,      unless the board for the time being otherwise decides or the law otherwise      requires, be signed by any person. 

DIVIDENDS AND OTHER PAYMENTS

Declaration of dividends by the Company

118.      Subject      to the provisions of the Companies Acts, the Company may by ordinary resolution      from time to time declare dividends in accordance with the respective rights      of the members, but no dividend shall exceed the amount recommended by      the board. 

Payment of interim dividends by board

119.      Subject      to the provisions of the Companies Acts, the board may pay such interim      dividends as appear to the board to be justified by the financial position      of the Company and may also pay any dividend payable in respect of Preference      Shares in accordance with their terms of issue. If the board acts in good      faith, it shall not incur any liability to the holders of shares conferring      preferred rights for any loss they may suffer in consequence of the payment      of an interim dividend on any shares having non-preferred or deferred rights.

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Calculation and currency of dividends

120.      (A)   Except      in so far as the rights attaching to, or the terms of issue of, any share      otherwise provide:-

|   | (a)    | all dividends shall be declared and paid          according to the amounts paid up on the shares in respect of which          the dividend is paid, but no amount paid up on a share in advance of          calls shall be treated for the purposes of this article as paid up          on the share; |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                  |
|   | (b)    | all dividends shall be apportioned and          paid pro rata according to the amounts paid up on the shares during          any portion or portions of the period in respect of which the dividend          is paid; and                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                  |
|   | (c)    | dividends may be declared or paid in          any currency.                                                                                                                                                                                                                                           |

             (B)     The      board may agree with any member that dividends which may at any time or      from time to time be declared or become due on his shares in one currency      shall be paid or satisfied in another, and may agree the basis of conversion      to be applied and how and when the amount to be paid in the other currency      shall be calculated and paid and for the Company, the member or any other      person to bear any costs involved.

Amounts due on shares may be deducted from dividends

121.      The      board may deduct from any dividend or other moneys payable to a member      by the Company on or in respect of any shares all sums of money (if any)      presently payable by him to the Company on account of calls or otherwise      in respect of shares of the Company. 

No interest on dividends

122.      No      dividend or other moneys payable by the Company on or in respect of any      share shall bear interest against the Company. 

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Payment procedure

123.      (A)   Any      dividend or other sum payable by the Company in respect of a share may      be paid by crediting any account which the holder, or in the case of joint      holders, the holder whose name stands first in the register, has with the      Company, whether in the sole name of such holder or the joint names of      such holder and another person or persons, unless the Company has received      not less than one month’s notice in writing from such holder or joint      holders directing that payment be made in another manner permitted by this      article. Any such dividend or other sum which has been paid by crediting      such an account shall be treated as having been paid upon such account      having been credited with the amount of such dividend or other sum. Any      such dividend or other sum may also be paid by cheque or warrant sent by      post addressed to the holder at his registered address or, in the case      of joint holders, addressed to the holder whose name appears first in the      register in respect of the shares at his address as appearing in the register      or addressed to such person and at such address as the holder or joint      holders may in writing direct. Every cheque or warrant shall, unless the      holder or joint holders otherwise direct, be made payable to the order      of the holder or, in the case of joint holders, to the order of the holder      whose name stands first on the register in respect of the shares, and shall      be sent at his or their risk and payment of the cheque or warrant by the      bank on which it is drawn shall constitute a good discharge to the Company.      In addition, any such dividend or other sum may be paid by any bank or      other funds transfer system or such other means including, in respect of      uncertificated shares, by means of the facilities and requirements of a      relevant system and to or through such person as the holder or joint holders      may in writing direct, and the Company shall have no responsibility for      any sums lost or delayed in the course of any such transfer or where it      has acted on any such directions. Any one of two or more joint holders      may give effectual receipts for any dividends or other moneys payable or      property distributable in respect of the shares held by them. Where a person      is entitled by transmission to a share, any dividend or other sum payable      by the Company in respect of the share may be paid as if he was a holder      of the share and his address noted in the register was his registered address.      Dividends payable in respect of shares acquired by holders by virtue of      the transfer of the business of ANBS to the Company, from whom satisfactory      registration details have not been received by the Company, shall be paid      into a separate account in the name of the Company and shall not be paid      to such holders unless and until the Company has received such details      from them (subject, in the case of such receipt, to article 124). No trust      shall be created in relation to the amount from time to time standing to      the credit of this account and no interest shall be payable in respect      of it and the Company shall not be required to account for any moneys earned      therefrom, which may be employed in the business of the Company or as it      thinks fit.

             (B)     Dividends      payable in respect of shares issued to holders as a consequence of the      transfer of the business of N&P to the Company, in respect of which      satisfactory registration details have not been received by the Company      from such holders or any persons entitled by transmission to such shares,      and dividends payable in respect of shares issued to a trustee in accordance      with the terms of the transfer of the business of N&P to the Company      shall be paid into a further separate account in the name of the Company      and shall not be paid to such holders, or persons entitled by transmission      to such shares, unless and until the Company has received such details      from them or, in the case of any such shares issued to a trustee as aforesaid,      from the person entitled to such shares under the terms of the trust. Pending      the receipt of satisfactory registration details as aforesaid, each dividend      paid into such separate account in the name of the Company shall be treated      as unclaimed for the purposes of these articles. No trust shall be created      in relation to the amount from time to time standing to the credit of this      account and no interest shall be payable in respect of it and the Company      shall not be required to account for any moneys earned therefrom, which      may be employed in the business of the Company as it thinks fit.

Forfeiture of unclaimed dividends

124.      Any      dividend unclaimed after a period of 12 years from the date when it was      declared or became due for payment shall be forfeited and shall revert      to the Company and the payment by the board of any unclaimed dividend or      other sum payable on or in respect of a share into a separate account shall      not constitute the Company a trustee in respect of it.

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Uncashed        Dividends

125.      The      Company may cease to send any cheque, warrant or similar financial instrument      through the post or to employ any other means of payment, including payment      by means of a relevant system, for any dividend payable on any shares in      the Company which is normally paid in that manner on those shares if in      respect of at least two consecutive dividends payable on those shares the      cheques, warrants or similar financial instruments have been returned undelivered      or remain uncashed during or at the end of the period for which the same      are valid or that means of payment has failed. In addition, the Company      may cease to send any cheque, warrant or similar financial instrument through      the post or may cease to employ any other means of payment if, in respect      of one dividend payable on those shares, the cheque, warrant or similar      financial instrument has been returned undelivered or remains uncashed      during or at the end of the period for which the same is valid or that      means of payment has failed and reasonable enquiries have failed to establish      any new address or account of the registered holder. Subject to the provisions      of these articles, the Company may recommence sending cheques, warrants      or similar financial instruments or employing such other means in respect      of dividends payable on those shares if the holder or person entitled by      transmission requests such recommencement in writing.

Cessation of payment of dividends

126.      The      Company may cease to send any cheque or warrant through the post or employ      any other means of payment for any dividend payable on any shares in the      Company which is normally paid in that manner on those shares if either      (i) in respect of at least two consecutive dividends payable on those shares      the cheques or warrants have been returned undelivered or remain uncashed      or that means of payment has failed, or (ii) following one such occasion      reasonable enquiries have failed to establish any new address of the registered      holder. Subject to the provisions of these articles, the Company may recommence      sending cheques or warrants or employing such means in respect of dividends      payable on those shares if the holder or person entitled by transmission      requests such recommencement in writing and provides such new or corrected      information as the Company shall reasonably require. 

Dividends not in cash

127.      Any      general meeting declaring a dividend may, upon the recommendation of the      board, by ordinary resolution direct that it shall be satisfied wholly      or partly by the distribution of assets, and in particular of paid up shares      or debentures of any other company, and where any difficulty arises in      regard to the distribution the board may settle it as it thinks expedient,      and in particular may issue fractional certificates or authorise any person      to sell and transfer any fractions or may ignore fractions altogether,      and may fix the value for distribution purposes of any assets to be distributed      and may determine that cash shall be paid to any members upon the footing      of the value so fixed in order to secure equality of distribution and may      vest any assets to be distributed in trustees as may seem expedient to      the board. 

Scrip dividends

128.      The      board may, if authorised by an ordinary resolution of the Company, offer      any holders of ordinary shares the right to elect to receive ordinary shares,      credited as fully paid, instead of cash in respect of the whole (or some      part, to be determined by the board) of any dividend specified by the ordinary      resolution. The following provisions shall apply:-

|   | (a) | An ordinary resolution may          specify a particular dividend (whether or not already declared) or          may specify all or any dividends declared or paid within a specified          period, but such period may not end later than the fifth anniversary          of the date beginning of the annual general meeting next following          the date of the meeting at which the ordinary resolution is passed. |
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|   | (b) | The entitlement of each          holder of ordinary shares to new ordinary shares shall be such that          the relevant value of the entitlement shall be as nearly as possible          equal to (but not greater than) the cash amount (disregarding any tax          credit) of the dividend that such holder elects to forgo. For this          purpose “relevant value” shall be calculated by reference          to the average of the middle market quotations for the Company’s          ordinary shares on the London Stock Exchange as derived from the Daily          Official List, on the day on which the ordinary shares are first quoted “ex” the          relevant dividend and the two subsequent dealing days, or in such other          manner as may be determined by or in accordance with the ordinary resolution.          A certificate or report by the auditors as to the amount of the relevant          value in respect of any dividend shall be conclusive evidence of that          amount and in giving such a certificate or report the auditors may          rely on advice or information from brokers or other sources of information          as they think fit; |
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|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
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|   | (c)    | No fraction of any ordinary          share shall be allotted. The board may make such provisions as they          think fit for any fractional entitlements including provisions whereby,          in whole or in part, the benefit thereof accrues to the Company and/or          under which fractional entitlements are accrued and/or retained and          in each case accumulated on behalf of any member and such accruals          or retention’s are applied to the allotment by way of bonus to          or cash subscription on behalf of such member of fully paid ordinary          shares and/or provisions whereby cash payments may be made to members          in respect of their fractional entitlements; |

|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | (d)    | The board, if it intends          to offer an election in respect of any dividend, shall give notice          to the holders of ordinary shares of the right of the election offered          to them, and specify the procedure to be followed which, for the avoidance          of doubt, may include an election by means of a relevant system and          the place at which, and the latest time by which, elections must be          lodged in order for elections to be effective; |

|   |   |                                                                                                                                                                                                                                                                      |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | (e)    | The board shall not proceed          with any election unless the Company has sufficient unissued shares          authorised for issue and sufficient reserves or funds that may be capitalised          to give effect to it after the basis of allotment is determined; |

|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | (f)    | The board may exclude from          any offer or make other arrangement in relation to any holders of ordinary          shares where the board believes that such exclusion or arrangement          is necessary or expedient in relation to legal or practical problems          under the laws of, or the requirements of any recognised regulatory          body or any stock exchange in, any territory, or the board believes          that for any other reason the offer should not be made to them; |

|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | (g)    | The dividend (or that part          of the dividend in respect of which a right of election has been offered)          shall not be payable on ordinary shares in respect of which an election          has been made (for the purposes of this article “the elected          ordinary shares”) and instead additional ordinary shares shall          be allotted to the holders of the elected ordinary shares on the basis          of allotment calculated as stated. For such purpose the board shall          capitalise, out of any amount for the time being standing to the credit          of any reserve or fund (including the profit and loss account) whether          or not the same is available for distribution as the board may determine,          a sum equal to the aggregate nominal amount of the additional ordinary          shares to be allotted on that basis and apply it in paying up in full          the appropriate number of unissued ordinary shares for allotment and          distribution to the holders of the elected ordinary shares on that          basis; |

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|   | (h) | The additional ordinary          shares when allotted shall rank pari passu in all respects with the          fully-paid ordinary shares then in issue except that they will not          be entitled to participation in the relevant dividend; |
|--------|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | (i)    | Unless the board otherwise          determines, or unless the Uncertificated Securities Regulations and/or          the rules of the relevant system concerned otherwise require, the new          ordinary share or shares which a member has elected to receive instead          of cash in respect of the whole (or some part) of the specified dividend          declared or paid in respect of his elected ordinary shares shall be          in uncertificated form (in respect of the member’s elected ordinary          shares which were in uncertificated form on the date of the member’s          election) and in certificated form (in respect of the member’s          elected ordinary shares which were in certificated form on the date          of the member’s election); and |

|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | (j)    | The board may also from          time to time establish or vary a procedure for election mandates, which,          for the avoidance of doubt, may include an election by means of a relevant          system, under which a holder of ordinary shares may elect in respect          of future rights of election offered to that holder under this article          until the election mandate is revoked in accordance with the procedure. |

CAPITALISATION OF RESERVES

Power to capitalise reserves and funds

129.      (A)   The      Company may, subject to the rights attaching to any series of preference      shares and upon the recommendation of the board, at any time and from time      to time pass an ordinary resolution to the effect that it is desirable      to capitalise all or any part of any amount for the time being standing      to the credit of any reserve or fund (including the profit and loss account)      whether or not the same is available for distribution and accordingly that      the amount to be capitalised be set free for distribution among the members      or any class of members who would be entitled to it if it were distributed      by way of dividend and in the same proportions, on the footing that it      is applied either in or towards paying up the amounts for the time being      unpaid on any shares in the Company held by those members respectively      or in paying up in full unissued shares, debentures or other obligations      of the Company to be allotted and distributed credited as fully paid up      among those members, or partly in one way and partly in the other, but      so that, for the purposes of this article, a share premium account and      a capital redemption reserve, and any reserve or fund representing unrealised      profits, may be applied only in paying up in full unissued shares of the      Company. The board may authorise any person to enter into an agreement      with the Company on behalf of the persons entitled to participate in the      distribution providing for the allotment to them respectively of any shares,      debentures or other obligations of the Company to which they are entitled      on the capitalisation and the agreement shall be binding on those persons. 

              (B)      Paragraph      (A) of this article 128 shall not apply to any capitalisation of profits      or reserves effected in accordance with the provisions of article 4.

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Settlement of difficulties in distribution

130.      Where      any difficulty arises in regard to any distribution of any capitalised      reserve or fund the board may settle the matter as it thinks expedient      and in particular may issue fractional certificates or authorise any person      to sell and transfer any fractions or may resolve that the distribution      should be as nearly as may be practicable in the correct proportion but      not exactly so or may ignore fractions altogether, and may determine that      cash payments shall be made to any members in order to adjust the rights      of all parties, as may seem expedient to the board. 

RECORD DATES

Power to choose any record date

131.      Notwithstanding      any other provision of these articles, the Company or the board may fix      any date as the record date for any dividend, distribution, allotment or      issue and such record date may be on or at any time before or after any      date on which the dividend, distribution, allotment or issue is declared,      paid or made. The power to fix any such record date shall include the power      to fix a time on the chosen date.

ACCOUNTING RECORDS

Records to be kept

132.      The      board shall cause to be kept accounting records sufficient to give a true      and fair view of the state of the Company’s affairs and to show and      explain its transactions, in accordance with the Companies Acts. 

Inspection of records

133.      The      accounting records shall be kept at the office or, subject to the provisions      of the Companies Acts, at such other place or places as the board may think      fit and shall always be open to inspection by the officers of the Company.      No member in his capacity as such shall have any right of inspecting any      accounting record or book or document of the Company except as conferred      by law or authorised by the board or by ordinary resolution of the Company.

SERVICE OF NOTICES AND OTHER DOCUMENTS

Service of notices

134.      (A) Any notice or other document (including a share certificate) may be served      on or delivered to any member by the Company either personally or by sending      it through the post addressed to the member at his registered address or      by leaving it at that address addressed to the member or, where appropriate,      by sending it using electronic communications to an address for the time      being notified by the member concerned to the Company for that purpose      or by publication on a web site in accordance with the Companies Acts.      In the case of joint holders of a share, service or delivery of any notice      or other document on or to one of the joint holders shall for all purposes      be deemed a sufficient service on or delivery to all the joint holders.

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     (B)      If      on two consecutive occasions dividends, notices or other documents have      been sent through the post to any Member at his registered address or his      address for the service of notice but have been returned undelivered, such      Member shall not from then on be entitled to receive notices or other documents      from the Company and the Company may cease sending such notices or other      documents until he shall have supplied in writing a new registered address      or address within the United Kingdom for the service of notices.

Record Date        for Service

135.      Any      notice or document may be served or delivered by the Company by reference      to the register as it stands at any time not more than 15 days before the      date of service or delivery. No change in the register after that time      shall invalidate that service or delivery. Where any notice or document      is served on or delivered to any person in respect of a share in accordance      with these articles, no person deriving any title or interest in that share      shall be entitled to any further service or delivery of that notice or      document.

Members resident abroad

136.      Any      member whose registered address is not within the United Kingdom and who      gives to the Company an address within the United Kingdom at which notices      may be served upon him shall be entitled to have notices served upon him      at that address but, unless he does so, shall not be entitled to receive      any notice from the Company. Any member whose registered address is not      within the United Kingdom and who gives to the Company an address for the      purposes of electronic communications may, at the absolute discretion of      the board, have notices served upon him at that address. 

When notice deemed served

137.      Any      notice or document, if sent by the Company by post, shall be deemed to      have been served or delivered on the day following that on which it was      put in the post and, in proving service or delivery, it shall be sufficient      to prove that the notice or document was properly addressed, prepaid and      put in the post. Any notice or document not sent by post but left by the      Company at a registered address shall be deemed to have been served or      delivered on the day it was so left. Any notice served or delivered by      the Company by means of a relevant system shall be deemed to have been      served or delivered when the Company or any sponsoring system-participant      acting on its behalf sends the issuer-instruction relating to the notice.      Any notice or document sent by the Company using electronic communications      shall be deemed to have been received on the day following that on which      it was sent. Proof that a notice contained in an electronic communication      was sent in accordance with guidance issued from time to time by the Institute      of Chartered Secretaries and Administrators shall be conclusive evidence      that the notice was given. Any notice or document served or delivered by      the Company by any other means authorised in writing by the member concerned      shall be deemed to have been served when the Company has carried out the      action it has been authorised to take for that purpose.

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Service of notice on person entitled by transmission

138.      Where      a person is entitled by transmission to a share, any notice or other document      shall be served upon or delivered to him, as if he was the holder of that      share and his address noted in the register was his registered address.      Where a person is entitled by transmission to a share, upon supplying the      Company with an address for the purposes of electronic communications for      the service of notices may, at the absolute discretion of the board, have      sent to him at such address any notice or document to which he would have      been entitled if he were the holder of that share. Otherwise, any notice      or other document served on or delivered to any member pursuant to these      articles shall, notwithstanding that the member is then dead or bankrupt      or that any other event giving rise to the transmission of the share by      operation of law has occurred and whether or not the Company has notice      of the death, bankruptcy or other event, be deemed to have been properly      served or delivered in respect of any share registered in the name of that      member as sole or joint holder unless, before the day of posting (or, if      it is not sent by post, before the day of service or delivery) of the notice      or document, his name has been removed from the register as the holder      of the share. Service, sending or delivery in the foregoing manner shall      be deemed for all purposes a sufficient service, sending or delivery of      the notice or document on all persons interested (whether jointly with      or as claiming through or under him) in the share.

Notice when post not available

139.      If      at any time by reason of the suspension or curtailment of postal services      within the United Kingdom the Company is unable effectively to convene      a general meeting by notice sent through the post, a general meeting may      be convened by a notice advertised in at least two daily newspapers with      a national circulation and in that event the notice shall be deemed to      have been served on all members and persons entitled by transmission, who      are entitled to have notice of the meeting served upon them, on the day      when the advertisement has appeared in at least two such papers. If at      least six clear days prior to the meeting the posting of notices to addresses      throughout the United Kingdom has again become practicable, the Company      shall send confirmatory copies of the notice by post to the persons entitled      to receive them.

DESTRUCTION OF DOCUMENTS

Presumptions where documents destroyed

140.      If      the Company destroys:-

|   | (a)    | any share certificate which          has been cancelled at any time after a period of one year has elapsed          from the date of cancellation; or                                                                                                                                                              |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                               |
|   | (b)    | any instruction concerning          the payment of dividends or other moneys in respect of any share or          any notification of change of name or address at any time after a period          of two years has elapsed from the date the instruction or notification          was recorded by the Company; or |
|   |   |                                                                                                                                                                                                                                                                                                               |
|   | (c)    | any instrument of transfer          of shares or Operator-instruction for the transfer of shares which          has been registered at any time after a period of six years has elapsed          from the date of registration; or                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                               |
|   | (d)    | any other document on the          basis of which any entry is made in the register at any time after          a period of six years has elapsed from the date the entry was first          made in the register in respect of it; and                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                               |

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the Company destroys or deletes      the document or instruction in good faith and without express notice that      its preservation was relevant to a claim, it shall be presumed irrebuttably      in favour of the Company that every share certificate so destroyed was      a valid certificate and was properly cancelled, that every instrument of      transfer or Operator-instruction so destroyed or deleted was a valid and      effective instrument of transfer or instruction and was properly registered      and that every other document so destroyed was a valid and effective document      and that any particulars of it which are recorded in the books or records      of the Company were correctly recorded. Nothing contained in this article      shall be construed as imposing upon the Company any liability by reason      only of the destruction of any document of the kind mentioned above before      the relevant period mentioned in this article has elapsed or of the fact      that any other condition precedent to its destruction mentioned above has      not been fulfilled. References in this article to the destruction or deletion      of any document include references to its disposal in any manner.

WINDING UP

Distribution of assets otherwise than in cash

141.      If      the Company commences liquidation, the liquidator may, with the sanction      of a special resolution of the Company and any other sanction required      by the Companies Acts:-

|   | (a)    | divide among the members          in kind the whole or any part of the assets of the Company (whether          they shall consist of property of the same kind or not) and, for that          purpose, set such values as he deems fair upon any property to be divided          and determine how the division shall be carried out as between the          members or different classes of members; or |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | (b)    | vest the whole or any part          of the assets in trustees upon such trusts for the benefit of the contributories          as the liquidator, with the like sanction, shall think fit                                                                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                     |

but no member shall be compelled      to accept any shares or other assets upon which there is any liability.

INDEMNITY

Indemnity of officers

142.      Subject      to the provisions of the Companies Acts, the Company may indemnify any      director or other officer against any liability and purchase and maintain      for any director or other officer or auditor insurance against any liability.      Subject to those provisions, but without prejudice to any indemnity to      which the person concerned may otherwise be entitled, every director or      other officer of the Company shall be indemnified and if the board so determines      the auditors may be indemnified out of the assets of the Company against      any liability incurred by him in the execution and discharge of his duties      or in relation thereto, including (without prejudice to the generality      of the foregoing) any liability incurred by him as a director or other      officer of the Company, or as auditor, in defending any proceedings (whether      civil or criminal) in which judgement is given in his favour or he is acquitted      or in connection with any application under the Companies Acts in which      relief from liability is granted to him by the court.

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RESOLUTIONS REQUIRED TO BE EMBODIED        IN OR ANNEXED TOARTICLES OF ASSOCIATION 

     At      an Annual General Meeting of the Company held on 28th April 1994, the following      resolution was passed:

ORDINARY RESOLUTION

|   | (6) | THAT the Directors be and          are hereby generally and unconditionally authorised in accordance with          section 80 of the Companies Act 1985 to exercise all the powers of          the Company to allot relevant securities (as defined in that section),          up to an aggregate nominal value of £543,000,000 (comprising          not more than £43,000,000 ordinary shares and £500,000,000          preference shares) and of US$10,000,000 comprising 1,000,000,000 dollar          preference shares, such authority (unless previously revoked or varied)          to expire on 27th April 1999 (save that the Company may before such          expiry make an offer or agreement which would or might require the          allotment of all or any of the relevant securities after such expiry          and the Directors may allot relevant securities in pursuance of such          an offer or agreement as if the authority conferred hereby had not          expired). |
|--------|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

     At      an Annual General Meeting of the Company held on 17th April, 1996, the      following resolutions were passed:-

ORDINARY RESOLUTION

|               | (6)    | THAT, subject          to the passing of Resolution 5, the Directors be and they are hereby          generally and unconditionally authorised, in accordance with section          80 of the Companies Act 1985, and in addition to the authority granted          on 28 April 1994, to exercise all powers of the Company to allot up          to 500,000,000 of the sterling preference shares of £1 each created          by Resolution 5 (the “new sterling preference shares”),          such authority (unless previously revoked or varied) to expire on 27          April 1999 save that the Company may before such expiry make an offer          or agreement which would or might require the allotment of all or any          of the new sterling preference shares after such expiry and the Directors          may allot new sterling preference shares in pursuance of such an offer          or agreement as if the authority conferred hereby had not expired. |
|--------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| SPECIAL RESOLUTION |
|               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|               | (7)    | THAT the Directors          be and they are hereby empowered, pursuant to section 95 of the Companies          Act 1985 (the “Act”) to allot for cash equity securities          (as defined in section 94 of the Act) and pursuant to the authority          to allot relevant securities granted to the Directors on 28 April 1994,          as if section 89(1) of the Act did not apply to any such allotment,          provided that this power shall be limited to:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|               |   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | the allotment of equity securities          in connection with a rights issue in favour of ordinary shareholders          where the equity securities respectively attributable to the interests          of all ordinary shareholders are proportionate (as nearly as may be)          to the respective numbers of ordinary shares held by them (but subject          to such exclusions, variations or other arrangements on such allotment          as the Directors may deem necessary or expedient in relation to fractional          entitlements or as a result of legal or practical problems under the          laws, or the requirements of any recognised regulatory body or any          stock exchange, in any territory); and |

|   |   |
|--------|--------|

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|               |   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | the allotment (otherwise          than pursuant to sub-paragraph (a) hereof) of equity securities up          to an aggregate nominal amount of £6,602,881 representing 5%          of the Company’s total ordinary share capital in issue as at          1 February 1996,                                                                                                                                                                          |
|--------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|               |   | and provided further that this          authority, unless previously revoked or varied, shall expire at the          conclusion of the next Annual General Meeting of the Company after          the passing of this Resolution, save that the Company may prior to          such expiry make offers or agreements which would or might require          equity securities to be allotted after such expiry and the Directors          may allot equity securities in pursuance of such offers or agreements          as if the power conferred hereby had not expired. |
|               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
| SPECIAL RESOLUTION |
|               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|               | (8)    | THAT the Company be and it          is hereby generally and unconditionally authorised to make market purchases          (within the meaning of Section 163(3) of the Companies Act 1985) of          ordinary shares of 10 pence each in the Company provided that:                                                                                                                                                                                                                                                                                                    |
|               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|               |   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | the maximum number of ordinary          shares hereby authorised to be purchased is 132,057,622 (representing          10% of the Company’s issued ordinary share capital as at 1 February          1996);                                                                                                                                                                                                                                                |
|               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|               |   | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | the minimum price which may          be paid for an ordinary share is 10 pence;                                                                                                                                                                                                                                                                                                                                                                                 |
|               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|               |   | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | the maximum price which may          be paid for an ordinary share is an amount equal to 105 per cent. of          the average of the middle market quotations for an ordinary share as          derived from The London Stock Exchange Daily Official List for the          ten business days immediately preceding the day on which the ordinary          share is contracted to be purchased; and                                                            |
|               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|               |   | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | this authority, unless previously          revoked or varied, shall expire at the conclusion of the next Annual          General Meeting of the Company after the passing of this Resolution,          save that a contract of purchase may be concluded by the Company before          such expiry which will or may be executed wholly or partly after such          expiry, and a purchase of shares may be made in pursuance of any such          contract. |
|               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
| SPECIAL RESOLUTION |
|               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|               | (9)    | THAT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|               |   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | the Memorandum of Association          be altered as follows:                                                                                                                                                                                                                                                                                                                                                                                                   |
|               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                             | subject to the passing of          Resolution 5, by the substitution on the first line of Clause 6 of “£1,175,000,000” for “£675,000,000” and,          on the second line of Clause 6, of “1,000,000,000” for “500,000,000”;          and |
|               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                             | by the deletion of Clause          7 in its entirety; and |
|               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|               |   | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | the proposed new form of          Articles of Association produced to the Meeting and initialled by the          Chairman for the purpose of identification be adopted as the Articles          of Association of the Company in substitution for and to the exclusion          of the Company’s existing Articles of Association.                                                                                                                        |
|               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |

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**AT A MEETING OF THE DIRECTORS          HELD ON**

**Tuesday 24th September 1996**

**The Board approved:-**

iii.      Entry      into CREST

**Ordinary Shares**

| 1.     | Pursuant to Regulation 16(2)          of the Uncertified Securities Regulations 1995 (“the Regulations”), **IT          WAS RESOLVED** that:                                                                                                                                                                           |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                               |   |
|   | (a)                                                                                                                                                                                                                                                                                                                                | title to the ordinary shares          of 10 pence each in the capital of the Company (the “Shares”),          in issue or be issued, may be transferred by means of a relevant system          (as defined in the Regulations); |
|   |                                                                                                                                                                                                                                                                                                                               |   |
|   | (b)                                                                                                                                                                                                                                                                                                                                | such relevant system shall          include the relevant system of which CRESTCo Limited is to be the Operator          (as defined in the Regulations); |
|   |                                                                                                                                                                                                                                                                                                                               |   |
|   | (c)                                                                                                                                                                                                                                                                                                                                | the Shares shall not include          any shares referred to in Regulation 17; and |
|   |                                                                                                                                                                                                                                                                                                                               |   |
|   | (d)                                                                                                                                                                                                                                                                                                                                | this resolution (“the          Resolution) shall become effective immediately prior to CRESTCo Limited          granting permission for the Shares to be transferred by means of the          CREST system. |
|   |                                                                                                                                                                                                                                                                                                                               |   |
| 2.     | It was noted, upon the Resolution          becoming effective in accordance with its terms, and for as long as          it is in force, the Article of Association of the Company in relation          to the Shares will not apply to any uncertificated Shares to the extent          that they are in consistent with:-         |
|   |                                                                                                                                                                                                                                                                                                                               |   |
|   | (a)                                                                                                                                                                                                                                                                                                                                | the holding of any shares          in Uncertificated form; |
|   |                                                                                                                                                                                                                                                                                                                               |   |
|   | (b)                                                                                                                                                                                                                                                                                                                                | the transfer of title to          any Shares by means of the CREST system; and |
|   |                                                                                                                                                                                                                                                                                                                               |   |
|   | (c)                                                                                                                                                                                                                                                                                                                                | any provision of the Regulations. |
|   |                                                                                                                                                                                                                                                                                                                               |   |
| 3.     | There was produced to the          meeting a copy of the notice of the Company’s intention to pass          the Resolution which it was noted had been sent to every member of          the Company’s Articles of Association and in satisfaction of          the requirements of Regulation 16(4) on 14th March 1996. |
|   |                                                                                                                                                                                                                                                                                                                               |   |
| 4.     | **IT WAS RESOLVED** that          a copy of the resolution in paragraph 1 above be forwarded to the Registrar          of Companies within 15 days of its passing, as required by section          380 of the Companies Act 1985 (as amended by Regulation 40(3)).                                                                 |
|   |                                                                                                                                                                                                                                                                                                                               |   |
|   | **Preference Shares**                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                               |   |
|   | 1.                                                                                                                                                                                                                                                                                                                                 | Pursuant to Regulation 16(2)          of the Uncertificated Securities 1995 (“the Regulations”), **IT          WAS RESOLVED** THAT: |

 

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|   |   | (a)                                                                                                                                                                                                                                                                                                                                | title to the preference          shares of £1 sterling each in the capital of the Company (the “Shares”),          in issue or be issued, may be transferred by means of a relevant system          (as defined in the Regulations); |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                   |
|   |   | (b)                                                                                                                                                                                                                                                                                                                                | such relevant system shall          include the relevant system of which CRESTCo Limited is to be the Operator          (as defined in the Regulations);                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                   |
|   |   | (c)                                                                                                                                                                                                                                                                                                                                | the Shares shall not include          any shares referred to in Regulation 17; and                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                   |
|   |   | (d)                                                                                                                                                                                                                                                                                                                                | this resolution (“the          Resolution”) shall become effective immediately prior to CRESTCo          Limited granting permission for the Shares to be transferred by means          of the CREST system.                               |
|   |   |                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                   |
|   | 2.     | It was noted, upon the Resolution          becoming effective in accordance with its terms, and for as long as          it is in force, the Articles of Association of the Company in relation          to the Shares will not apply to any uncertificated Shares to the extent          that they are inconsistent with:-         |
|   |   |                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                   |
|   |   | (a)                                                                                                                                                                                                                                                                                                                                | the holding of any shares          in Uncertificated form;                                                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                   |
|   |   | (b)                                                                                                                                                                                                                                                                                                                                | the transfer of title to          any Shares by means of the CREST system; and                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                   |
|   |   | (c)                                                                                                                                                                                                                                                                                                                                | any provision of the Regulations.                                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                   |
|   | 3.     | There was produced to the          meeting a copy of the notice of the Company’s intention to pass          the Resolution which it was noted had been sent to every member of          the Company’s Articles of Association and in satisfaction of          the requirements of Regulation 16(4) on 14th March 1996. |
|   |   |                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                   |
|   | 4.     | **IT WAS RESOLVED** that          a copy of the resolution in paragraph 1 above be forwarded to the Registrar          of Companies within 15 days of its passing, as required by section          380 of the Companies Act 1985 (as amended by Regulation 40(3)).                                                                 |

 

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At the Annual General Meeting held      on Thursday 24th April 1997, the following resolutions were duly passed:-

**SPECIAL RESOLUTIONS**

‘THAT the Board be and it      is hereby empowered in accordance with Article 9(C) of the Company’s      Articles of Association and pursuant to the terms of the authority granted      in accordance with Section 80 of the Companies Act 1985 on 28 April 1994      and so that for the purposes of such power (and as defined in Article 9      of the Company’s Articles of Association) the Section 89 Period shall      be the period between the conclusion of this Annual General Meeting of      the Company and the conclusion of this Annual General Meeting of the Company,      or until 24 July 1988, whichever is the earlier and the Section 89 Amount      shall be £7,036,154.

THAT the Company be and it is hereby      generally and unconditionally authorised to make market purchases (within      the meaning of Section 163(3) of the Companies Act 1985) on The London      Stock Exchange of ordinary shares of 10 pence each in the Company provided      that:

| (i)    | the maximum number of ordinary          shares hereby authorised to be purchased is 140,723,085 (representing          10% of the Company’s ordinary share capital in issue as at 3          February 1997);                                                                                                                                                                                                                                                        |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| (ii)   | the minimum price which          may be paid for each ordinary share is 10 pence;                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| (iii)  | the maximum price which          may be paid for each ordinary share is an amount equal to 105 per cent          of the average of the middle market quotations for an ordinary share          as derived from The London Stock Exchange Daily Official List for the          five business days immediately preceding the day on which the purchase          is made; and                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| (iv)   | this authority, unless previously          revoked or varied, shall expire at the conclusion of the next Annual          General Meeting of the Company, or on 24 October 1988, whichever is          the earlier, unless the Company concludes a contract of purchase before          that date which will or may be executed wholly or partly after the          authority ends, and a purchase of shares may be made as a result of          any such contract.’ |

 

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At the Annual General Meeting held      on Thursday 30th April, 1998, the following resolutions were duly passed:-

**SPECIAL RESOLUTIONS**

‘THAT the power given to      the Directors by Article 9(C) of our Articles of Association is renewed      from the date of this AGM. This power will last until the next AGM, but      it will end on 30 July 1999 if the next AGM has not been held by then.      The Section 89 Amount, which is the maximum amount of equity securities      the Directors can allot in exchange for cash under this power, is £7,064,944.      This maximum amount does not apply if they are using this power for a rights      issue.

THAT Abbey National is authorised,      generally and without conditions, to make market purchases of its own ordinary      shares, but:

| • | Abbey National may not buy more than 141,298,897          ordinary shares;                                                                                                                                                                                                                                                                                       |
|---------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                                                                                                                                                                                                                             |
| • | the minimum price which Abbey National          can pay for each ordinary share is 10p;                                                                                                                                                                                                                                                                          |
|    |                                                                                                                                                                                                                                                                                                                                                             |
| • | the maximum price (excluding expenses)          which Abbey National can pay for each ordinary share is 5% over the          average of the middle market price of the ordinary shares, based on          the London Stock Exchange Daily Official List, for the five business          days immediately before the day on which Abbey National buys the shares; |
|    |                                                                                                                                                                                                                                                                                                                                                             |
| • | this authority will last from the date          of this AGM until the next AGM (or until 30 October 1999 if the next          AGM has not been held by then); and                                                                                                                                                                                                |
|    |                                                                                                                                                                                                                                                                                                                                                             |
| • | Abbey National may agree, before the authority          ends, to buy ordinary shares even though the purchase is, or may be,          completed after the authority ends.’                                                                                                                                                                                 |

 

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At the Annual General Meeting of      Company held on Thursday 22nd April 1999, the following resolutions were      duly passed:-

To authorise the directors, unconditionally      as required by section 80 of the Companies Act 1985 to use all the Company’s      authority to allot (set aside for the person they are intended for) relevant      securities, up to a total nominal value (the original value of the share      as shown in the current Memorandum of Association) of:

| a.     | £708 million, this total          is to be made up of not more than £33 million of ordinary shares          and not more than £675 million of preference shares; and |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                   |
| b.     | US$10 million, this total          is to be made up of not more than 1,000 million dollar preference shares.                                                                           |

The authority to do this runs out      on 21 April 2004 unless this is cancelled or changed. Abbey National may      agree before this authority ends, to allot any of the relevant securities,      even though the allotment may be completed after this authority ends.

To adopt (approve) new Articles      of Association. These new Articles completely replace the existing Articles      of Association. The new Articles are shown to the meeting and identified      by the Chairman’s signature.

To renew the authority given to      the directors in Article 9 of our Articles of Association. This would apply      from the date of this AGM and this power will last for five years and will      end on 21 April 2004.

The Section 89 Amount outlines      the maximum amount of equity securities the directors can allot in exchange      of cash which, under this power, is £7,087,383. This maximum amount      does not apply if the directors are using this power for a rights issue.

To authorise Abbey National plc,      without conditions, to make market purchases of its own ordinary shares,      but:

|   | Abbey national may not buy          more than 141,747,666 ordinary shares;                                                                                                                                                                                                                                                                                                        |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                              |
|   | The minimum price which Abbey          National can pay for each ordinary share is 10 pence;                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                              |
|   | The maximum price (excluding          expenses) which Abbey National can pay for each ordinary share is 5%          over the average price of the middle market price of ordinary shares.          This is based on the London Stock Exchange Daily Official List for          the five business day immediately before the day on which Abbey National          buys the shares; |
|   |                                                                                                                                                                                                                                                                                                                                                                              |
|   | This authority will apply          from the date of this AGM until the next AGM (or until 21 October 2000          if the next AGM has not been held by then);                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                              |
|   | Abbey National may agree,          before this authority ends, to buy back ordinary shares even though          the purchase may be completed after this authority ends.                                                                                                                                                                                                          |

To authorise Abbey National plc,      without conditions, to make market (or other purchases of its own 8 5/8 preference shares but:

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     Abbey      National may buy up to 125 million 8 5/8 preference shares;

|   | The minimum price which Abbey          National can pay for each 8 5/8 preference share is 125 pence;                                                                                             |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                   |
|   | The maximum price (excluding          expenses) which Abbey National can pay for each 8 5/8 is 166.23          pence;                                                                             |
|   |                                                                                                                                                                                                   |
|   | This authority will apply          from the date of this AGM until the next AGM (or until 21 October 2000          if the next AGM has not been held by then);                                         |
|   |                                                                                                                                                                                                   |
|   | Abbey National may agree,          before this authority ends, to buy back its own 8 5/8 preference          shares even though the purchase may be completed after this authority          ends. |

To authorise Abbey National plc,      without conditions, to make market (or other) purchases of its own 10 3/      8 preference shares, but:

     Abbey      National may buy up to 200 million 10 3/8 preference shares;

|   | The minimum price which Abbey          National can pay for each 10 3/8 preference share is 150 pence;                                                                                             |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                    |
|   | The maximum price (excluding          expenses) which Abbey National can pay for each 10 3/8 share          is 200.09 pence;                                                                       |
|   |                                                                                                                                                                                                    |
|   | This authority will apply          from the date of this AGM until the next AGM (or until 21 October 2000          if the next AGM has not been held by then);                                          |
|   |                                                                                                                                                                                                    |
|   | Abbey National may agree,          before this authority ends, to buy back its own 10 3/8 preference          shares even though the purchase may be completed after this authority          ends. |

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At the Annual General Meeting of      Abbey National plc held on Thursday 27th April 2000, the following resolutions      were duly passed:-

**Special Resolutions**

To authorise Abbey National plc,      without conditions, to buy back its own ordinary shares. The following      terms will apply.

|   | -      | Abbey National may not buy          more than 142,195,340 ordinary shares.                                                                                                                                                                                                                                                                                                       |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                             |
|   | -      | The lowest price Abbey National          can pay for each ordinary share is 10 pence.                                                                                                                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                             |
|   | -      | the highest price (not including          expenses) Abbey National can pay for each ordinary share is 5% over          the average price of the middle market price of ordinary shares. This          is based on the London Stock Exchange Daily Official List for the five          business days immediately before the day on which Abbey National buys          the shares. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                             |
|   | -      | This authorisation will          apply from the date of this AGM until the next AGM (or until 26 October          2001 if the next AGM has not been held by then).                                                                                                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                             |
|   | -      | Abbey National may agree,          before this authorisation ends, to buy back ordinary shares even though          the purchase may be completed after this authorisation ends.                                                                                                                                                                                                 |

To authorise Abbey National plc,      without conditions to buy its own 85⁄8% preference shares. The      following terms apply.

|   | -      | Abbey National may buy up          to 125 million 85⁄8% preference shares.                                                                                                                                |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                          |
|   | -      | The lowest price which Abbey          National can pay for each 85⁄8% preference shares is 125 pence.                                                                                                     |
|   |   |                                                                                                                                                                                                          |
|   | -      | The highest price (not including          expenses) which Abbey National can pay for each 85⁄8% preference          share is 180 pence.                                                                   |
|   |   |                                                                                                                                                                                                          |
|   | -      | This authorisation will          apply from the date of this AGM until the next AGM (or until 26 October          2001 if the next AGM has not been held by then).                                            |
|   |   |                                                                                                                                                                                                          |
|   | -      | Abbey National may agree,          before this authorisation ends, to buy back its own 85⁄8% preference          shares even though the purchase may be completed after this authorisation          ends. |

To authorise Abbey National plc,      without conditions, to buy its own 103⁄8% preference shares. The      following terms apply.

|   | -      | Abbey National may buy up          to 200 million 103⁄8% preference shares.                          |
|--------|--------|----------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                     |
|   | -      | The lowest price which Abbey          National can pay for each 103⁄8 preference share is 150 pence. |

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|   | -      | The highest price (not including          expenses) Abbey National can pay for each 103⁄8%          preference share is 215 pence.                                                                         |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                           |
|   | -      | This authorisation will          apply from the date of this AGM until the next AGM (or until 26 October          2001, if the next AGM has not been held by then).                                            |
|   |   |                                                                                                                                                                                                           |
|   | -      | Abbey National may agree,          before this authorisation ends, to buy back its own 103⁄8%          preference shares even though the purchase may be completed after this          authorisation ends. |

To authorise Abbey National plc      to increase the authorised share capital of the Company from £1,175,000,000      and US$10,000,000 by creating 1,000,000,000 preference shares of €0.01      each. The euro preference shares will have the rights attached to preference      shares in the Articles of Association of the Company.

To authorise Abbey National plc      to amend Article 2 of the Articles of Association of the Company as follows:

|   |   | By inserting a new definition          of: “euro preference shares” means the preference shares          of €0.01 each in the capital of the Company”. |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                          |

|   |   | By deleting the existing definition          of “preference shares” and replacing it with the new definition          of ‘“preference shares” means the dollar preference          shares, the sterling preference shares and the euro preference shares’. |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

Under section 80 of the Companies      Act and additional to all other authorisation, to authorise the directors      without condition, to allot relevant securities, up to a total nominal      value of €10,000,000. The authorisation to do this runs out on 21      April 2004. However, before this authorisation ends, Abbey National may      agree to allot any of the relevant securities, even though this may be      completed after the authorisation has ended.

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At and Annual General Meeting of      the Company held on 26th April, 2001 the following resolutions were duly      passed:

SPECIAL RESOLUTION

| (7)    | To authorise          Abbey National, without conditions, to buy back its own ordinary shares.          The following terms will apply: |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                    |
|   | •                                                                                                                                  | Abbey National may not buy          more than 143,182,470 ordinary shares. |
|   |                                                                                                                                    |   |
|   | •                                                                                                                                  | The lowest price Abbey National          can pay for each ordinary share is 10 pence. |
|   |                                                                                                                                    |   |
|   | •                                                                                                                                  | The highest price (not including          expenses) Abbey National can pay for each ordinary share is 5% over          the average of the middle market price of ordinary shares. This is          based on the London Stock Exchange Daily Official List for the five          business days immediately before the day on which Abbey National buys          the shares. |
|   |                                                                                                                                    |   |
|   | •                                                                                                                                  | This authorisation will apply          from the date of this AGM until the next AGM (or until 25 October 2002,          if the next AGM has not been held by then). |
|   |                                                                                                                                    |   |
|   | •                                                                                                                                  | Abbey National may agree,          before this authorisation ends, to buy back ordinary shares even though          the purchase may be completed after this authorisation ends. |

SPECIAL RESOLUTION

(8A)      To      authorise Abbey National, without conditions, to buy its own 85⁄8%      preference shares. The following terms apply:

|  | • | Abbey National may buy up to 125 million          85⁄8% preference shares.                                                                                                                                |
|--|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  |   |                                                                                                                                                                                                          |
|  | • | The lowest price which Abbey National          can pay for each 85⁄8% preference share is 96 pence.                                                                                                       |
|  |   |                                                                                                                                                                                                          |
|  | • | The highest price (not including expenses)          which Abbey National can pay for each 85⁄8% preference share          is 144 pence.                                                                   |
|  |   |                                                                                                                                                                                                          |
|  | • | This authorisation will apply form the          date of this AGM until the next AGM (or until 25 October 2002, if the          next AGM has not been held by then).                                           |
|  |   |                                                                                                                                                                                                          |
|  | • | Abbey National may agree, before this          authorisation ends, to buy back its own 85⁄8% preference shares          even though the purchase may be completed after this authorisation          ends. |

SPECIAL RESOLUTION

(8B)      To      authorise Abbey National, without conditions, to buy its own 103⁄8% preference shares. The following terms apply:

|  | • | Abbey National may buy up to 200 million          103⁄8% preference shares. |
|--|--------|---------------------------------------------------------------------------------|

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|   | • | The lowest price which Abbey          National can pay for each 103⁄8% preference share is 114 pence. |
|--------|---------|-----------------------------------------------------------------------------------------------------------|

|  | • | The highest price (not including expenses)          which Abbey National can pay for each 103⁄8%          preference share is 170 pence. |
|--|--------|----------------------------------------------------------------------------------------------------------------------------------------------|

|  | • | This authorisation will apply from the          date of this AGM until the next AGM (or until 25 October 2002, if the          next AGM has not been held by then). |
|--|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | • | Abbey National may agree, before this          authorisation ends, to buy back its own 103⁄8%          preference shares even though the purchase may be completed after this          authorisation ends. |
|--|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

SPECIAL RESOLUTION

| (9) | To adopt (approve) new Articles          of Association. These new Articles replace the existing Articles of          Association. The new Articles are shown to the meeting and identified          by the Chairman’s signature. |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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At the Annual General Meeting of      the Company held on 2th April 2002, the following resolutions were duly      passed:

To authorise Abbey National Plc,      without conditions, to buy back its own ordinary shares. The following      terms will apply.

| − | Abbey National may not buy more than 144,623,599          ordinary shares. |
|---------|----------------------------------------------------------------------------|

|    |                                                                                  |
|---------|---------------------------------------------------------------------------------------|
| − | The lowest price Abbey National can pay          for each ordinary share is 10 pence. |

|    |                                                                                                                                                                                                                                                                                                                                                                    |
|---------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| − | The highest price (not including expenses)          Abbey National can pay for each ordinary share is 5% over the average          price of the middle market price of ordinary shares. This is based          on the London Stock Exchange Daily Official List for the five business          days immediately before the day on which Abbey National buys the shares. |

|    |                                                                                                                                                               |
|---------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| − | This authorisation will apply from the          date of this AGM until the next AGM (or until 24 October 2003 if the          next AGM has not been held by then). |

|    |                                                                                                                                                                             |
|---------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| − | Abbey National may agree, before this          authorisation ends, to buy back ordinary shares even though the purchase          may be completed after this authorisation ends. |

To authorise Abbey National Plc,      without conditions to buy its own 85⁄8% preference shares, the following      terms apply:

| − | Abbey National may buy up to 125 million          85⁄8% preference shares. |
|---------|--------------------------------------------------------------------------------|

|    |                                                                                                      |
|---------|-----------------------------------------------------------------------------------------------------------|
| − | The lowest price which Abbey National          can pay for each 85⁄8% preference shares is 100 pence. |

|    |                                                                                                                                        |
|---------|---------------------------------------------------------------------------------------------------------------------------------------------|
| − | The highest price (not excluding expenses)          which Abbey National can pay for each 85⁄8% preference share is          150 pence. |

|    |                                                                                                                                                               |
|---------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| − | This authorisation will apply from the          date of this AGM until the next AGM (or until 24 October 2003 if the          next AGM has not been held by then). |

|    |                                                                                                                                                                                                |
|---------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| − | Abbey National may agree, before the authorisation          ends, to buy back its own 85⁄8% preference shares even though          the purchase may be completed after this authorisation ends. |

To authorise Abbey National plc,      without conditions, to buy its own 103⁄8% preference shares, the      following terms apply:

| − | Abbey National may buy up to 200 million          103⁄8% preference shares. |
|---------|---------------------------------------------------------------------------------|

|    |                                                                                                      |
|---------|-----------------------------------------------------------------------------------------------------------|
| − | The lowest price which Abbey National          can pay for each 103⁄8% preference share is 119 pence. |

|    |                                                                                                                                   |
|---------|----------------------------------------------------------------------------------------------------------------------------------------|
| − | The highest price (not excluding expenses)          Abbey National can pay for each 103⁄8% preference share is 179          pence. |

|    |                                                                                                                                                                    |
|---------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| − | This authorisation will apply from the          date of this AGM until the next AGM (or until the 24 October 2003,          if the next AGM has not been held by then). |

|    |                                                                                                                                                                                                           |
|---------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| − | Abbey National may agree, before this          authorisation ends, to buy back its own 103⁄8% preference shares          even though the purchase may be completed after this authorisation          ends. |

At the Annual General Meeting of      the Company held on 24th April 2003 the following special resolutions were      duly passed:

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To amend the Articles of Association      so the words “but only if the terms of issue of any relevant dollar      preference shares issued after 24th April 2003 shall so require” to      be inserted after the word “only” in the fourth line of Article      4(B) (4) (f). The amended Articles of Association are attached to these      Resolutions. 

To authorise Abbey National Plc,      without conditions, to buy back its own ordinary shares. The following      terms will apply.

| − | Abbey National may not buy more than 145,802,777          ordinary shares (representing 10% of the Company’s ordinary share          capital in issue as at 17 February 2003). |
|---------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|    |                                                                                  |
|---------|---------------------------------------------------------------------------------------|
| − | The lowest price Abbey National can pay          for each ordinary share is 10 pence. |

|    |                                                                                                                                                                                                                                                                                                                                                                    |
|---------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| − | The highest price (not including expenses)          Abbey National can pay for each ordinary share is 5% over the average          price of the middle market price of ordinary shares. This is based          on the London Stock Exchange Daily Official List for the five business          days immediately before the day on which Abbey National buys the shares. |

|    |                                                                                                                                                               |
|---------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| − | This authorisation will apply from the          date of this AGM until the next AGM (or until 23 October 2004 if the          next AGM has not been held by then). |

|    |                                                                                                                                                                             |
|---------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| − | Abbey National may agree, before this          authorisation ends, to buy back ordinary shares even though the purchase          may be completed after this authorisation ends. |

To authorise Abbey National Plc,      without conditions to buy its own 85⁄8% preference shares. The following      terms apply:

| − | Abbey National may buy up to 125 million          85⁄8% preference shares. |
|---------|--------------------------------------------------------------------------------|

|    |                                                                                                     |
|---------|----------------------------------------------------------------------------------------------------------|
| − | The lowest price which Abbey National          can pay for each 85⁄8% preference shares is 87 pence. |

|    |                                                                                                                                        |
|---------|---------------------------------------------------------------------------------------------------------------------------------------------|
| − | The highest price (not excluding expenses)          which Abbey National can pay for each 85⁄8% preference share is          144 pence. |

|    |                                                                                                                                                               |
|---------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| − | This authorisation will apply from the          date of this AGM until the next AGM (or until 23 October 2004 if the          next AGM has not been held by then). |

|    |                                                                                                                                                                                                |
|---------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| − | Abbey National may agree, before the authorisation          ends, to buy back its own 85⁄8% preference shares even though          the purchase may be completed after this authorisation ends. |

To authorise Abbey National plc,      without conditions, to buy its own 103⁄8% preference shares. The      following terms apply:

| − | Abbey National may buy up to 200 million          103⁄8% preference shares. |
|---------|---------------------------------------------------------------------------------|

|    |                                                                                                      |
|---------|-----------------------------------------------------------------------------------------------------------|
| − | The lowest price which Abbey National          can pay for each 103⁄8% preference share is 100 pence. |

|    |                                                                                                                                   |
|---------|----------------------------------------------------------------------------------------------------------------------------------------|
| − | The highest price (not including expenses)          Abbey National can pay for each 103⁄8% preference share is 165          pence. |

|    |                                                                                                                                                                |
|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| − | This authorisation will apply from the          date of this AGM until the next AGM (or until 23 October 2004, if the          next AGM has not been held by then). |

|    |                                                                                                                                                                                                           |
|---------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| − | Abbey National may agree, before this          authorisation ends, to buy back its own 103⁄8% preference shares          even though the purchase may be completed after this authorisation          ends. |

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