Exhibit 4.12

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|                                                                                                             |  |                                                                                                                                                                                                                                                 
|------------------------------------------------------------------------------------------------------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Richard Hayden
      GSC Partners
          Europe68
          Pall Mall
          London
          SW1Y 5ES |  | Abbey National
      House
      2 Triton Square
      Regent’s
      Place
    London 
        NW1 3AN
    Location Code TS 4A 06
    Switchboard 0870
    607 6000
    HR Dept Facsimile 020 7756 5850
    HR Dept Telephone 020 7756 4755/7/9

STRICTLY PRIVATE & CONFIDENTIAL

15th September 2003



Dear Richard

Appointment to the Policyholder Review Committee

Further to your recent discussions with
    the Chairman, I set out below the details relating to your forthcoming appointment
    to a
    newly formed committee of the
    Abbey National plc ( “the Company”) Board, to be known as the Policyholder Review Committee (
“PHRC”).

As you may be aware, certain proposals have
    been put forward by the FSA in its Consultative Paper 167 (“CP167”)
    and these are expected to come into force in early 2004. Amongst other things,
    these proposals are likely to affect
    the constitution of the PHRC and the terms of your appointment will be subject
    to this overriding factor. Pending implementation of CP 167 the PHRC will
    operate on an interim basis so that we can draw from the learning gained
in the meantime.

It is envisaged that you will perform the role of Chairman next year and the
    terms relating to that role will be covered separately at that time.

The terms set out in this letter of appointment relate solely to your appointment
    to the PHRC and they are not intended in any way to substitute or vary the
    terms of your appointment as a non-executive Director of Abbey National plc.

|1.  | Your Duties                                                                      
|--- | ---------------------------------------------------------------------------------
|    |                                                                                  
|1.1 | In connection with your appointment you
    have agreed to assist the Company by:
|    |                                                                                  
|    | a)                                                                               

The Abbey National Group comprises Abbey National plc and its subsidiary group
    of companies.

Abbey National plc. Registered office: Abbey National House, 2 Triton Square,
Regent’s Place, London NW1 3AN. Registered number: 2294747. Registered
in England. 
Abbey National plc, which is regulated by the Financial Services Authority, only
advises on its own life assurance, pension, and collective investment scheme
products. CPLH 0304 (11 /02)

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | through your participation in the PHRC,
        consider and provide the Abbey National plc Board with an independent
        assessment
        of the Company’s compliance with the “Principles and Practices
        of Financial Management” that is published from time to time in
        respect of the SMA and ANL funds, including the way in which any proposed
        changes
        to these Principles may affect the rights, interests or expectations
    of policyholders; and
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | attending any other meetings or providing
        such other assistance as we may from time to time agree to be necessary
        or desirable
    in connection with the PHRC.                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|1.2 | We believe that your existing accountabilities
        as a Controlled Function of Abbey National plc under FSA rules will encompass
        your duties under this appointment but should the position change you
    will, of course, be notified.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|1.3 | For the purposes of this appointment, you agree to
        comply with all relevant statutory and regulatory requirements and 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. In particular,
        please be aware that proposed FSA requirements will prevent you from
        holding an executive position in the Company or from acting as a professional
    adviser to the Company.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|1.4 | You acknowledge this appointment does
        not imply or confer upon you the status of an employee of the Company
        and you shall not be entitled to any pension, bonus or other fringe benefit
        from the Company. You also agree to be responsible to the relevant authorities
        for all taxes, National Insurance or similar contributions in respect
        of your fees and other liabilities, charges or dues for which you may
    be liable.                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|1.5 | You also agree that whilst
        on the Company’s
        premises, you will comply with all reasonable rules and instructions
    made known to you from time to time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|1.6 | For the purpose of this appointment a
        member of my team, Caroline Ramsay, Company Secretary, Life Companies
    will be your primary point of contact.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

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|2.  | Fees                                                                                                                                                                                                                                                                                                                                                     
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                          
|2.1 | The fee for your appointment is £30,000
        per annum (exclusive of VAT) and payable quarterly in arrears at the
        end
        of March, June, September and December. Where you serve on the PHRC for
    less than a complete year, your fees will be pro-rated accordingly.                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                          
|2.2 | Your fees will be paid direct into your bank account
        in accordance with existing
arrangements.                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                          
|3.  | Expenses                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                          
|3.1 | We agree to pay all reasonable expenses
        that you may incur in connection with your appointment although any expenses
        exceeding £1,000
    must be first approved by the Company Secretary in writing. Your claim for
    reimbursement of expenses should be accompanied with the supporting receipts.                                   
|    |                                                                                                                                                                                                                                                                                                                                                          
|3.2 | If you wish us to do so, we will make travel arrangements
        on your behalf. We also agree to pay for business class travel when attending
    meetings on behalf of the Company.                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                          
|4.  | Confidentiality and Intellectual Property                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                          
|4.1 | All information acquired during, and arising from,
        your appointment is confidential to the Company. 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).
|    |                                                                                                                                                                                                                                                                                                                                                          
|4.2 | It is also our usual practice not to allow the use
        of any intellectual property rights proprietary 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.        
|    |                                                                                                                                                                                                                                                                                                                                                          
|5.  | Directors & Officers Liability
    Insurance                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                          
|    | The Company has Directors & Officers
        liability insurance in place, the benefits of which extend to PHRC members.
        It
        is intended to maintain such cover for the full term of your appointment.
    A copy of the policy document will be provided to you on request.                                                              
|    |                                                                                                                                                                                                                                                                                                                                                          
|6.  | Term and Termination                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                          
|6.1 | Your appointment will be for an initial
        term of three years commencing on 16th September
        2003 but subject at all times to the provisions set out below. It is
    anticipated that you will be expected to serve two three year terms, although
    you may be invited to serve for an additional period.                                

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|    |                                                                                                                                                                                                                          
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                          
|6.2 | Your appointment may be
        terminated at any time by either you or the Company by giving at least
    three month’s notice in writing.                                                                              
|    |                                                                                                                                                                                                                          
|6.3 | The Company shall be entitled
        to terminate your appointment at any time with immediate effect in the
    event that:                                                                                             
|    |                                                                                                                                                                                                                          
|    | a)                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                          
|    | b)                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                          
|    | c)                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                          
|7.  | 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.

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 the Company
    and I look forward to working with you.

lf the terms of this letter are satisfactory to you, please
        sign, date and return the enclosed duplicate copy to indicate your acceptance
of the terms.

If you have any queries, please contact
        either myself or Caroline Ramsay.

|Yours sincerely,
            KAREN
      M FORTUNATO
Company Secretary | 
|---------------------------------------------------------------------- | 

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29th July 1999



Mr. Richard Hayden,
  Goldman Sachs International,
  Peterborough Court,
  133 Fleet Street,
  London EC4A 2BB.



Dear Mr. Hayden,

BOARD APPOINTMENT

Further to our telephone conversation on Wednesday morning, I am setting out
      for you the details relating to your forthcoming Board appointment. As
      I explained, two important regulatory consents are required and these are
      specified in paragraphs 1 and 2 below. Accordingly your appointment is
      conditional upon Abbey National receiving appropriate clearances and the
      subsequent formal resolution by the Board, which is scheduled for its next
      Meeting on Tuesday 21st September. Subject to this process, we would look
      to you to attend your first meeting on that day at 9.30 am, here at Abbey
      House, Baker Street.

In order not to burden you, on your
    holiday in the U.S., with unnecessary details, I have forwarded some of the
    marked attachments to this
    letter in a separate envelope to your secretary with the suggestion that
    it await your return to London. Such items are marked - “London evelope”.

I will be away from the office on vacation from Monday 9th August and therefore if you have any queries on these issues after this date, please contact Mr. Norman Wilkes, Deputy Secretary on telephone number 0171-612-4414.

|1. | FORM 3                                                                                                                                              |  |           
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------
|   |                                                                                                                                                     |  |           
|   | This is the principal regulatory form which
       will be forwarded on to the FSA. Please complete it, sign it on page 9,
    and return it to me. |  | Appendix I
|   | Do not date it. Abbey National Guidance Notes
    are annexed to the back of the form.                                                              |  |           

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|2. | PIA FORM                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  | Appendix II                        
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | -----------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                                    
|   | As explained Abbey National plc is regulated by the
    PIA and Directors are now required to be individually registered. Please
       complete the form where indicated and return it to me. Again, do not date
       it. The guidance and explanatory sections require careful consideration,
       notwithstanding that most of the form is not applicable because the key “fit
       and proper” questions are addressed in the Form 3 above.                                                                                                                                                                                                                          |  |                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                                    
|3. | DIRECTORS’ FEES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                                    
|   | The current basic fee is £25,000 per
    annum payable quarterly in arrears at the end of March, June, September and
    December. If you are agreeable to your fee being sent direct to your bank,
    I would be grateful if you could let me know the name and address of your
    bank, the code number and account number. Perhaps you could also advise your
    PAYE Coding and National Insurance Number (and send any exemption certificate)
    so our Salaries Officer can sort out the necessary details. Additional fees
    are paid in respect of membership of Board Committees. Fees are reviewed
       annually but usually only increased every two years. |  |                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                                    
|4. | EXPENSES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  | Appendix III
   (“London
Envelope”)
|   | Any incidental expenses you incur in attending Board
    Meetings or other functions of the Company, will be met and a few claim forms
       are enclosed for you to furnish to me whenever convenient to you.                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                                    
|5. | SHARE DEALING CODE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  | Appendix IV
   (“London
Envelope”) 
|   | As a Director of Abbey National plc you will
       be in receipt of potentially price sensitive information and accordingly
       you will
    be subject to the Company’s Share Dealing Code. A copy of the Code
    is enclosed and I would be obliged if you could study this carefully. In
    particular,
       may I draw your attention to the need to obtain prior clearance for any
       proposed dealing. A supply of pre-dealing clearance forms is enclosed
       for this purpose.                                                                                                                                                                          |  |                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                                    
|   | If you decide to deal in Abbey National shares
      then details have to be forwarded to the Company within five working days
      of the transaction and we are obliged to enter the details in statutory
    registers and immediately report such transactions to the Stock Exchange.                                                                                                                                                                                                                                                                                                                                                                                     |  |                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                                    
|   | To facilitate tracking for compliance purposes, we
    prefer that shares are not held in a nominee name.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                                    
|   | Could I please ask you to consult with me if you intend
    to deal in Abbey National securities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |                                    

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|6.  | SHARE HOLDING IN ABBEY NATIONAL plc                                                                                                                                                                                                                                                                                                                      |  | APPENDIX V 
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------
|    |                                                                                                                                                                                                                                                                                                                                                          |  |            
|    | Please advise me on the attached form of any
       share holding you or your spouse or infant children have in the ordinary
    shares of Abbey National.                                                                                                                                                                                               |  |            
|    |                                                                                                                                                                                                                                                                                                                                                          |  |            
|    | I can confirm that there are no qualifying shareholding
       requirements on directors.                                                                                                                                                                                                                                                                |  |            
|    |                                                                                                                                                                                                                                                                                                                                                          |  |            
|7.  | OTHER REGULATORY FORMALITIES                                                                                                                                                                                                                                                                                                                             |  |            
|    |                                                                                                                                                                                                                                                                                                                                                          |  |            
|    | Form 288                                                                                                                                                                                                                                                                                                                                                 |  | APPENDIX VI
|    |                                                                                                                                                                                                                                                                                                                                                          |  |            
|    | This is the standard Form of directors’ consent
    which will be passed on to Companies House. Please complete and sign where
       indicated and return to me. Please do not date it.                                                                                                                                                                 |  |            
|    |                                                                                                                                                                                                                                                                                                                                                          |  |            
|8.  | DURATION                                                                                                                                                                                                                                                                                                                                                 |  |            
|    |                                                                                                                                                                                                                                                                                                                                                          |  |            
|    | In accordance with standing Board resolutions
       and in the context of Stock Exchange guidelines on corporate governance,
    the appointment is for three years. Thereafter, subject to mutual agreement,
    it may be extendible for a further period. In addition, you will be required
    to face election by our shareholders at the          |  |            
|    | Company’s Annual General Meeting in April 2000.                                                                                                                                                                                                                                                                                                          |  |            
|    |                                                                                                                                                                                                                                                                                                                                                          |  |            
|9   | LOANS FROM ABBEY NATIONAL                                                                                                                                                                                                                                                                                                                                |  |            
|    |                                                                                                                                                                                                                                                                                                                                                          |  |            
|    | Please be good enough to advise me if you or
    any person connected to you is in receipt of any loan from Abbey National.                                                                                                                                                                                                                              |  |            
|    |                                                                                                                                                                                                                                                                                                                                                          |  |            
|10. | OTHER INTERESTS                                                                                                                                                                                                                                                                                                                                          |  |            
|    |                                                                                                                                                                                                                                                                                                                                                          |  |            
|    | Apart from entries in the statutory registers,
       I would be obliged if you could notify me of any other interests which
    should be recorded by the Company.                                                                                                                                                                                      |  |            
|    |                                                                                                                                                                                                                                                                                                                                                          |  |            
|11. | PUBLIC ANNOUNCEMENT                                                                                                                                                                                                                                                                                                                                      |  |            
|    |                                                                                                                                                                                                                                                                                                                                                          |  |            
|    | We are obliged to inform the Stock Exchange
       of your appointment and an announcement will be made immediately following
    Board approval in September. Could you please advise how you would like to
    be described in such an announcement eg ”Richard Hayden, currently the Non-Executive
    Vice Chairman of Goldman Sachs International”. |  |            

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|12. | DELEGATED AUTHORITIES AND
    CONTROL FRAMEWORK                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  | APPENDIX VII
   (“London
   Envelope”)
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | --------------------------------------
|    | I am enclosing a copy of the Board’s High Level
    Binder and am obviously available to answer any queries.                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  |                                       
|13. | INDEPENDENT ADVICE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  | APPENDIX VIII
  (“London
  Envelope”) 
|    | In the context of the British practices on corporate
    governance, there are provisions for Directors to obtain independent professional
    advice at the expense of the Company. The attached note from the Chairman
    sets out how these arrangements operate.                                                                                                                                                                                                                                                                            |  |                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  |                                       
|14. | MEMORANDUM AND ARTICLES
           OF ASSOCIATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  | APPENDIX IX
   (“London
   Envelope”) 
|    | I am attaching a copy of the Company’s Memorandum
    and Articles of Association. These set out, inter alia, 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.                                                                                                                                                                                                                                                                               |  |                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  |                                       
|15. | DUTIES AND RESPONSIBILITIES OF DIRECTORS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  |                                       
|    | I will be arranging for you to attend a half-day
       private session with a Partner from Deloitte & Touche on Duties and
    Responsibilities of Directors as I believe this is your first appointment
    to the Board of a U.K. listed company. In the meantime, if you
    need any help in this regard, I can make available to you various explanatory
       publications.                                                                                                                                                              |  |                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  |                                       
|16. | DIRECTOR TRAINING                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  |                                       
|    | Regulations in the Banking Sector, and corporate
       governance best practice, require us to ensure that Directors are equipped
    to fulfil their duties and responsibilities. In the first instance I would
       suggest that you should spend some time with each of the Executive Directors,
       including myself. Perhaps your secretary could provide me with some possible
       dates and times. Thereafter, we can arrange a programme of visits to key
       business areas, including some branches in our Retail network. |  |                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  |                                       
|17. | BOARD DATES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  | APPENDIX X                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  |                                       
|    | I enclose a schedule of Board dates for the
    remainder of 1999 and for the Year 2000.                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |                                       

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|18.                                                                                                                                                     | FORTHCOMING FUNCTIONS                                                                                                                                                                                                               |                                            | 
|------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | 
|                                                                                                                                                        |                                                                                                                                                                                                                                     |                                            | 
|                                                                                                                                                        | The Chairman has arranged for a working
    Dinner to be held on Monday 25th October, at One Aldwych, London.                                                                                                                       |                                            | 
|                                                                                                                                                        |                                                                                                                                                                                                                                     |                                            | 
|                                                                                                                                                        | We will be holding our usual Christmas
          function on Monday 20th December at the Dorchester Hotel and I hope
          you and your wife will be able to attend. I will be circulating further
    details nearer the time. |                                            | 
|                                                                                                                                                        |                                                                                                                                                                                                                                     |                                            | 
|Please feel free
        to call me or e-mail me over any aspect of this letter. The attached
    directory details phone numbers of all the Directors. |                                                                                                                                                                                                                                     | Appendix XI
      (“London 
    Envelope”)

I do hope all this paperwork does not detract from or spoil your family vacation. In terms of priorities, paragraphs 1 and 2 are the most important and the rest can really wait till September.

I look forward to meeting up with you after the Summer break.

Yours sincerely,

I.K. Treacy,
    Director and Secretary.

Encls:

PS: Just in case you have a free moment, I am
        also enclosing a copy of our
“Topic” Statement which was issued to the Stock Exchange
    on Wednesday 28th July.

cc: Lord Tugendhat, Chairman.

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