Exhibit 4.11

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|                                                                                   | Lord Burns GCB
        Chairman                                                            
|---------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------
|                                                                                   |                                                                                            
|                                                                                   | Abbey National plc
Abbey National House
2 Triton Square
Regent's Place
      London NW1 3AN
|Mr. Geoffrey Cooper
    Mark End
    Mark Way
    Godalming
    Surrey
    GU7 2BE |                                                                                            
|telephone 020 7756 5550                                                           
|fax          020
      7756 5644                                                  
|terry.burns@abbey.com                                                             
|www.abbey.com                                                                     
|                                                                                  
|                                                                                   |                                                                                            
|STRICTLY
    PERSONAL AND CONFIDENTIAL                                             |                                                                                            
|                                                                                   |                                                                                            
|30
    January 2004                                                                |                                                                                            
|                                                                                   |                                                                                            
|Dear Geoff                                                                         |                                                                                            

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

|Upon the recommendation
       of the Nomination Committee, I write to confirm your appointment as a
       Non-Executive Director of Abbey and set out below the terms that will
       apply to your appointment. It is agreed that these terms constitute a
       contract for services and not a contract of employment.                                                                                                                                                                                                                                                         
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
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|1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
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|2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Abbey National
        plc.  Registered Office: Abbey National House, 2 Triton Square, Regent's
        Place,
      London NW1 3AN. Registered Number: 2294747. Registered in England, www.abbey.com
         Telephone: 0870 607 6000. To help us improve our service we may record
        or
      monitor phone calls. Abbey National plc, which is authorised and regulated
         by the Financial Services Authority, only advises on its own life assurance,

      pension and collective investment scheme products. Abbey is a trademark
         of Abbey National plc.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|CPLH 0491 SEP 03
    F                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                



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

2

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|the committee(s)'s terms of reference,
    any specific responsibilities and any additional fees that may be involved.
|----------------------------------------------------------------------------------------------------------------------
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|6.                                                                                                                    
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|7.                                                                                                                    
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|8.                                                                                                                    
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|9.                                                                                                                    
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|10. | Termination                                                                                                                                                                                                                                                                                                                                    
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                
|    | Your appointment and any subsequent
        renewal may be terminated by either of us by giving at least three month's
        notice in writing to the other unless we otherwise agree a shorter notice
        period which must also be in writing. Your appointment may also terminate
    upon:                                           
|    |                                                                                                                                                                                                                                                                                                                                                
|    | 1.                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                
|    | 2.                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                
|    | 3.                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                
|    | 4.                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                
|    | 5.                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                
|11. | Independence and Independent
    Advice                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                
|    | As an independent Director, we
        will expect you to bring an objectivity and independence of view to our
        discussions, and to help the Board to provide effective leadership, as
        well as ensuring the continuing effectiveness of the management team
    and high standards of financial probity and corporate governance
|    |                                                                                                                                                                                                                                                                                                                                                
|    | In furtherance of your duties
        and in accordance with best practice on corporate governance you may,
        in appropriate circumstances, obtain independent professional advice.
    The procedure for obtaining independent professional advice is as follows:                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                
|    | 1.                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                
|    | 2.                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                
|    | 3.                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                
|    | 4.                                                                                                                                                                                                                                                                                                                                             

4

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

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



|Yours sincerely, |    |                                                             |     
|---------------- | -- | ----------------------------------------------------------- | ----
|                 |    |                                                             |     
|                 |    |                                                             |     
|                 |    |                                                             |     
|                 |    |                                                             |     
|                 |    |                                                             |     
|pp Terry Burns   |    |                                                            
|Chairman         |    | Signature                                                   | Date
|                 |    |                                                             |     
|Enclosures:      |    |                                                             |     
|                 | 1. | Payment in Shares Scheme                                    |     
|                 | 2. | Guidance Note – Sarbanes
      Oxley Act 2002(Already sent) |     
|                 |    |                                                             |     

6

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12 January 2004

PRIVATE & CONFIDENTIAL

Mr Geoffrey Cooper 
  Mark End
  Mark Way
  Godalming
  SurreyGU7 2BE

Dear Geoff

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

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|   |                                                                                                                                                                                                                                                                                                                                                                                                                      |    
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---
|   | and the details of any
        loans (including credit cards etc) with Abbey National plc or its subsidiary
        companies. Kindly confirm these details (or nil return) by return.                                                                                                                                                                                                                               |    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                      |    
|   | Although Sarbanes Oxley
        Act 2002 is US legislation, it will apply to Abbey as we are registered
        (as an “issuer”) with the Securities and Exchange Commission
        in the US.                                                                                                                                                                                                                      |    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                      |    
|   | In broad terms, and subject
        to the existing UK Companies Act restrictions, Abbey is permitted to
        make loans to its directors and executive officers, provided that
        these are on the same terms as customers. However, Abbey partnership
        products (with a loan element) are prohibited, as these are either on
        favourable terms or are not generally available to the public. |    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                      |    
|   | The attached note, prepared
        by a member of the Legal team, explains the position in more detail,
        and the relevant partnership products are set out in the schedule for
        information.                                                                                                                                                                                                          | III
|   |                                                                                                                                                                                                                                                                                                                                                                                                                      |    
|   | You will be defined as
        a “Relevant Employee” for sharedealing purposes and I am
        enclosing a copy of the Share Dealing Code. There are strict regulations
        governing dealings by Directors in securities and it is therefore important
        that you consult with me before you, or any connected person, proposes
        to deal after your appointment.                                  | IV 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                      |    
|   | Please note that for Stock
        Exchange reporting purposes, you are deemed to be “interested” in
        the holdings of a “connected person”. The definition of “connected
        person” is given in the Share Dealing Code.                                                                                                                                                                                  |    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                      |    
|4. | OTHER INTERESTS                                                                                                                                                                                                                                                                                                                                                                                                      |    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                      |    
|   | Please notify me of any
        other interests which should be recorded by the Company.                                                                                                                                                                                                                                                                                                                             |    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                      |    
|5. | HIGH LEVEL COPRPORATE
            GOVERNANCE FRAMEWORK                                                                                                                                                                                                                                                                                                                                                               |    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                      |    
|   | There is an agreed framework
        of high-level Board controls and other authorities, full details of which
        are available from Secretariat. A copy of the key elements of the Corporate
        Governance Framework is attached for your information.                                                                                                                                                    | V  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                      |    
|6. | MEMORANDUM AND ARTICLES
            OF ASSOCIATION                                                                                                                                                                                                                                                                                                                                                                   |    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                      |    
|   | I am attaching a
          copy of the Company’s Memorandum and Articles of Association. These
          include details of the powers of Directors. I am always available to
          deal with any queries you may have on any aspect of the Company’s
          governance arrangements.                                                                                                                         | VI 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                      |    
|7. | DUTIES AND RESPONSIBILITIES
            OF DIRECTORS                                                                                                                                                                                                                                                                                                                                                                 |    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                      |    
|   | We are in the process of
        updating our booklet on this topic and will forward                                                                                                                                                                                                                                                                                                                                 |    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                      |    
|   | Page 2                                                                                                                                                                                                                                                                                                                                                                                                               |    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                      |    

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|   |                                                                                                                                                                              |     
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----
|   | a copy to you as soon as
        it becomes available. In the meantime, if you need any advice on the
        Duties and Responsibilities of a Director please let me know.  |     
|   |                                                                                                                                                                              |     
|8. | BOARD DATES                                                                                                                                                                  |     
|   |                                                                                                                                                                              |     
|   | I attach a schedule of
        Board dates for 2004. You should make yourself available to attend your
        first Board meeting as Director on Tuesday 27th January 2004. | VII 
|   |                                                                                                                                                                              |     
|9. | DIRECTORS AND OFFICERS
            INSURANCE POLICY                                                                                                                          |     
|   |                                                                                                                                                                              |     
|   | I enclose a copy of the
        Directors and Officers Insurance Policy and a summary of its main terms.                                                                     | VIII
|   |                                                                                                                                                                              |     
|   | Yours sincerely,                                                                                                                                                             |     
|   |                                                                                                                                                                              |     
|   | Karen M Fortunato                                                                                                                                                            |     
|   | Company Secretary and
          Head of Legal.                                                                                                                               |     
|   |                                                                                                                                                                              |     
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