##### 



Exhibit 1.1
  Abbey National
  ABBEY NATIONAL plc
 MEMORANDUM
 AND
 ARTICLES OF ASSOCIATION




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Index
 PageMEMORANDUM OF ASSOCIATION
    
    
    1ARTICLES OF ASSOCIATION
    
    
    9General Provisions1.
    
    Exclusion of Table A
    
    
    92.
    
    Definitions
    
    
    93.
    
    Form of resolution
    
    
    124.
    
    Authorised share capital
    
    
    125.
    
    Rights attached to shares
    
    
    216.
    
    Redeemable shares
    
    
    227.
    
    Variation of rights
    
    
    228.
    
    Pari passu issues
    
    
    239.
    
    Unissued shares
    
    
    2310.
    
    Payment of commission
    
    
    2511.
    
    Trusts not recognised
    
    
    2512(A)
    
    Right to share certificate
    
    
    2512(B)
    
    Uncertificated Shares
    
    
    2513.
    
    Names of holders
    
    
    2614.
    
    Replacement of share certificates
    
    
    2615.
    
    Execution of share certificates
    
    
    2716.
    
    Companys lien on shares not fully paid
    
    
    2717.
    
    Enforcing lien by sale and application of proceeds
    
    
    2718.
    
    Stock and share warrants to bearer
    
    
    2719.
    
    Calls
    
    
    2820.
    
    Payment on calls
    
    
    2821.
    
    Liability of joint holders
    
    
    2822.
    
    Interest due on non-payment
    
    
    2823.
    
    Sums due on allotment treated as calls
    
    
    2824.
    
    Power to differentiate
    
    
    2925.
    
    Payment of calls in advance
    
    
    2926.
    
    Notice if call or instalment not paid
    
    
    2927.
    
    Form of notice
    
    
    2928.
    
    Forfeiture if non-compliance with notice
    
    
    2929.
    
    Notice after forfeiture
    
    
    2930.
    
    Sale of forfeited shares
    
    
    3031.
    
    Arrears to be paid notwithstanding forfeitures
    
    
    3032.
    
    Statutory declaration as to forfeiture
    
    
    3033.
    
    Transfer
    
    
    3034.
    
    Execution of transfer
    
    
    31




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Page35.
    
    Right to decline registration of partly paid shares
    
    
    3136.
    
    Other rights to decline registration
    
    
    3137.
    
    Notice of refusal
    
    
    3138.
    
    No fee for registration
    
    
    3139.
    
    Closure of register
    
    
    3240.
    
    Transmission on death
    
    
    3241.
    
    Entry of transmission in register
    
    
    3242.
    
    Election of person entitled by transmission
    
    
    3243.
    
    Rights of person entitled by transmission
    
    
    3244.
    
    Untraced shareholders
    
    
    3345.
    
    Increase, consolidation, subdivision and cancellation
    
    
    3546.
    
    Fractions
    
    
    3647.
    
    Reduction of capital
    
    
    3648.
    
    Purchase of own shares
    
    
    3649.
    
    Extraordinary general meetings
    
    
    3650.
    
    Annual general meetings
    
    
    3650a.
    
    Summary Financial Statements
    
    
    3651.
    
    Calling of extraordinary general meetings
    
    
    3752.
    
    Length of notice
    
    
    3753.
    
    Omission or non-receipt of notice
    
    
    3754(A).
    
    Control of attendance
    
    
    3754(B)
    
    Security Arrangements
    
    
    3855.
    
    Quorum
    
    
    3856.
    
    Procedure if quorum not present
    
    
    3857.
    
    Chairman of general meeting
    
    
    3958.
    
    Directors right to attend and speak
    
    
    3959.
    
    Adjournments
    
    
    3959a.
    
    Postponement of General Meetings
    
    
    3960.
    
    Notice of adjourned meeting
    
    
    4061.
    
    Amendments to resolutions
    
    
    4062.
    
    Votes of members
    
    
    4063.
    
    Method of voting
    
    
    4064.
    
    Procedure if poll demanded
    
    
    4165.
    
    When poll to be taken
    
    
    4166.
    
    Continuance of other business after poll demand
    
    
    4167.
    
    Votes on a poll
    
    
    4168.
    
    Casting vote of chairman
    
    
    4169.
    
    Votes of joint holders
    
    
    4170.
    
    Voting on behalf of incapable member
    
    
    4271.
    
    No right to vote where sums overdue on shares
    
    
    4272.
    
    Suspension of voting rights where non-disclosure of interests
    
    
    4273.
    
    Objections or errors in voting
    
    
    4474.
    
    Execution of proxies
    
    
    4475.
    
    Delivery of proxies
    
    
    4576.
    
    Maximum validity of proxy
    
    
    4577.
    
    Form of proxy
    
    
    4578.
    
    Cancellation of proxys authority
    
    
    46




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Page79.
    
    Representatives
    
    
    4680.
    
    Number of directors
    
    
    4781.
    
    Directors fees
    
    
    4782.
    
    Age of directors
    
    
    4783.
    
    Power of Company to appoint directors
    
    
    4784.
    
    Power of board to appoint directors
    
    
    4885.
    
    Number to retire by rotation
    
    
    4886.
    
    Identity of directors to retire
    
    
    4887.
    
    Filling rotation vacancies
    
    
    4888.
    
    Power of removal by special resolution
    
    
    4889.
    
    Persons eligible as directors
    
    
    4990.
    
    Position of retiring directors
    
    
    4991.
    
    Vacation of office by directors
    
    
    4992.
    
    Alternate directors
    
    
    5093.
    
    Executive directors
    
    
    5094.
    
    Additional remuneration
    
    
    5195.
    
    Expenses
    
    
    5196.
    
    Pensions and gratuities for directors
    
    
    5197.
    
    Permitted interests and voting
    
    
    5198.
    
    General powers of Company vested in board
    
    
    5499.
    
    Borrowing powers
    
    
    54100.
    
    Executive boards for businesses and special directors
    
    
    55101.
    
    Powers of attorney
    
    
    55102.
    
    Delegations to individual directors
    
    
    55103.
    
    Official seals
    
    
    55104.
    
    Registers
    
    
    56105.
    
    Provision for employees
    
    
    56106.
    
    Board meetings
    
    
    56107.
    
    Notice of board meetings
    
    
    56108.
    
    Quorum
    
    
    56109.
    
    Directors below minimum through vacancies
    
    
    56110.
    
    Appointment of chairman
    
    
    57111.
    
    Competence of meetings
    
    
    57112.
    
    Voting
    
    
    57113.
    
    Delegation to committees
    
    
    57114.
    
    Resolution in writing
    
    
    57115.
    
    Validity of acts of board or committee
    
    
    58116.
    
    Participation in meetings by telephone
    
    
    58117.
    
    Use of seals
    
    
    58118.
    
    Declaration of dividends by the Company
    
    
    58119.
    
    Payment of interim dividends by board
    
    
    59120.
    
    Calculations and currency of dividends
    
    
    59121.
    
    Amounts due on shares may be deducted from dividends
    
    
    59122.
    
    No interest on dividends
    
    
    59123.
    
    Payment procedure
    
    
    59124.
    
    Forfeiture of unclaimed dividends
    
    
    60125.
    
    Uncashed Dividends
    
    
    61




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Page126.
    
    Cessation of payment of dividends
    
    
    61127.
    
    Dividends not in cash
    
    
    61128.
    
    Scrip dividends
    
    
    61129.
    
    Power to capitalise reserves and funds
    
    
    63130.
    
    Settlement of difficulties in distribution
    
    
    64131.
    
    Power to choose any record date
    
    
    64132.
    
    Records to be kept
    
    
    64133.
    
    Inspection of records
    
    
    64134.
    
    Service of notices
    
    
    64135.
    
    Record date for service
    
    
    65136.
    
    Members resident abroad
    
    
    65137.
    
    When notice deemed served
    
    
    65138.
    
    Service of notice on person entitled by transmission
    
    
    66139.
    
    Notice when post not available
    
    
    66140.
    
    Presumptions where documents destroyed
    
    
    66141.
    
    Distribution of assets otherwise than in cash
    
    
    67142.
    
    Indemnity of officers
    
    
    67RESOLUTIONS REQUIRED TO BE ANNEXED TO
OR EMBODIED IN ARTICLES OF ASSOCIATION
    
    
    68




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No. 2294747
 THE COMPANIES ACT 1985
 COMPANY LIMITED BY SHARES
   ABBEY NATIONAL plc
 1.
    
    The name of the Company is ABBEY NATIONAL plc.2.
    
    The Company is to be a public Company.3.
    
    The registered office of the Company will be situated in England.4.
    
    The objects for which the Company is established are:-
 (A)
    
    (1) To enter into a transfer agreement pursuant to Section 97 of the Building Societies Act
1986 (the BSA) with Abbey National Building Society (the Society) and, pursuant thereto,
to assume and conduct, after the vesting day thereunder, as the same is defined in the BSA,
the business of the Society and upon vesting of the property, rights, liabilities and
obligations thereof in the Company pursuant to the said transfer agreement and the BSA, to
carry on such business.




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(B)
    
    To carry on any business, undertaking, transaction or operation commonly carried on or
undertaken by manufacturers, merchants and dealers (both wholesale and retail) in all or any
articles of commercial and personal use and consumption, importers, exporters, shipowners,
bankers, factors, capitalists, promoters, financiers, real property dealers and investors,
concessionaires, brokers, contractors, mercantile and general agents, advertising agents,
publishers, carriers and transporters of all kinds and to carry on all or any of the said
businesses either together as one business or as separate distinct businesses in any part of
the world.(C)
    
    To acquire and assume for any estate or interest and to take options over, construct, develop
or exploit any property, real or personal, privileges and rights of any kind and the whole or
any part of the undertaking, assets and liabilities of any person and to act and carry on
business as a holding company.




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(D)
    
    To manufacture, process, import, export, deal in and store any goods and other things and to
carry on the business of manufacturers, processors, importers, exporters and storers of and
dealers in any goods and other things.(E)
    
    To acquire and exploit lands, mines and mineral rights and to acquire, explore for and
exploit any natural resources and to carry on any business involving the ownership or
possession or development of land or other immovable property or buildings or structures
thereon and to construct, erect, install, enlarge, alter and maintain buildings, plant and
machinery and to carry on business as builders, contractors and engineers.(F)
    
    To provide services of all descriptions and to carry on business as advisers, consultants,
brokers and agents of any kind.(G)
    
    To advertise, market and sell the products and services of the Company and of any other
person and to carry on the business of advertisers or advertising agents or of a marketing and
selling organisation or of a supplier, wholesaler, retailer, merchant or dealer of any kind.(H)
    
    To provide technical, cultural, artistic, educational, entertainment or business material,
facilities or services and to carry on any business involving any such provision.(I)
    
    To invest money of the Company in any investments and to hold, sell or otherwise deal with
such investments, and to carry on the business of a property or investment company.(J)
    
    To acquire and carry on any business carried on by a subsidiary or a holding company of the
Company or another subsidiary of a holding company of the Company.(K)
    
    To enter into any arrangements with any government or authority or person and to obtain from
any such government or authority or person any legislation, orders, rights, privileges,
franchises and concessions and to carry out exercise and comply with the same.(L)
    
    To amalgamate or enter into partnership or any profit-sharing arrangement with, and
co-operate or participate in any way with or to take over or assume any obligation of, or to
assist or subsidise any person or to purchase or otherwise acquire and undertake all or any
part of the business, property and liabilities of any person and to promote or join in the
promotion of any company whether or not having objects similar to those of the Company.(M)
    
    To be the holding company of companies carrying on or engaged in, or about to carry on or
engage in, or formed for the purpose of carrying on or engaging in, any businesses or
transactions whether or not being businesses or transactions which the Company is authorised
to carry on or engage in, and for that purpose to acquire (whether by purchase, subscription
or otherwise), hold, deal in and dispose of shares, stocks, debentures and other securities of
any such companies and to exercise and enforce all rights and powers conferred by or incident
to the ownership of any such shares, stocks, debentures and other securities and to promote,
organise, incorporate, float, reorganise and finance and to aid and assist financially or
otherwise any such companies and in this Clause any reference to the Companys advantage or to
the Companys interests shall be construed as a reference to the advantage or to the
interests, as the case may be, of any of (i) the Group as a whole, and (ii) one or more of the
companies for the time being comprised in the Group.




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(N)
    
    To apply for and take out, purchase or otherwise acquire, renew or protect any trade and
service marks and names, designs, copyrights, patents, patent rights, inventions and secret
processes and any other rights of any kind and to carry on the business of an inventor,
designer or research organisation.(O)
    
    To sell, exchange, mortgage, charge, let, grant licences, easements, options, servitudes and
other rights over, and in any other manner deal with or dispose of, all or any part of the
undertaking, property and assets (present and future) of the Company for any consideration and
in particular (without prejudice to the generality of the foregoing) for any securities or for
a share of profit or a royalty or other periodical or deferred payment.(P)
    
    To issue and allot and grant options over securities of the Company for cash or in payment or
part payment for any real or personal property purchased or otherwise acquired by the Company
or any services rendered to the Company or as security for any obligation or amount (even if
less than the nominal amount of such securities) or for any other purpose.(Q)
    
    To give any remuneration or other compensation or reward for services rendered or to be
rendered in placing or procuring subscriptions of, or otherwise assisting in the issue of any
securities of the Company or in or about the formation of the Company or the conduct or course
of its business, and to establish or promote, or concur or participate in establishing or
promoting, any company, fund or trust and to subscribe for, underwrite, purchase or otherwise
acquire securities of any company, fund or trust and to carry on the business of company,
fund, trust or business promoters or managers and of underwriters or dealers in securities,
and to act as director of and as secretary, manager, registrar or transfer agent for any other
company and to act as trustee of any kind and to undertake and execute any trust and any trust
business (including the business of acting as trustee under wills and settlements and as
executor and administrator).(R)
    
    To pay and discharge all the costs, charges and expenses preliminary or incidental to the
promotion, formation, establishment and incorporation of the Company, and to procure the
registration or incorporation of the Company in or under the laws of any place outside
England.(S)
    
    To grant or procure the grant of donations, gratuities, pensions, annuities, allowances, or
other benefits, including benefits on death to any directors, officers or employees or former
directors, officers or employees or agents of the Company or any company which at any time is
or was a subsidiary or a holding company of the Company or another subsidiary of a holding
company of the Company or otherwise associated with or related to the Company or of any
predecessor in business of any of them, and to the relations, connections or dependants of any
such persons, and to other persons whose service or services have directly or indirectly been
of benefit to the Company or whom the Board of Directors of the Company considers have any
moral claim on the Company or to their relations, connections or dependants, and to establish
and maintain any scheme for facilitating the ownership by employees of the Company of shares
in the Company or to enable employees to participate in the profits of the Company and to
establish or support any funds, trusts, insurances or schemes or any associations,
institutions, clubs, sports and social facilities, schools, building and housing schemes,
funds and trusts, and to make payments towards insurances or other arrangements likely to
benefit any such persons or otherwise advance the interests of the Company or of its Members,
and to subscribe, guarantee or pay money for any purpose likely, directly or indirectly, to
further the interests of the Company or of




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6 its Members or for any national, charitable, benevolent, educational, social, public,
general or useful object.(T)
    
    To cease carrying on or wind up any business or activity of the Company, and to cancel any
registration of and to wind up or procure the dissolution of the Company in any state or
territory.(U)
    
    To distribute any of the property or assets of the Company or any proceeds of sale or other
disposal among its creditors and Members in specie or kind.(V)
    
    To do all or any of the things or matters aforesaid in any part of the world and either as
principals, agents, contractors, trustees or otherwise and by or through trustees, agents or
otherwise and either alone or in conjunction with others.(W)
    
    To carry on any other business or activity and do anything of any nature which in the opinion
of the Board of Directors of the Company is or may be capable of being conveniently carried on
or done in connection with the above, or likely directly or indirectly to enhance the value of
or facilitate the realisation of or render more profitable all or any part of the Companys
undertaking property or assets or otherwise to advance the interests of the Company or of its
Members.(X)
    
    To do all such other things as in the opinion of the Board of Directors of the Company are or
may be incidental or conducive to the attainment of the above objects or any of them.
    




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7       




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8 We,
    
    the several persons whose names and addresses are subscribed, are desirous of being formed
into a company, in pursuance of the Memorandum of Association, and we respectively agree to
take the number of shares in the capital of the Company set opposite our respective names.
 NAMES, ADDRESSES AND DESCRIPTIONS
    
    Number of SharesOF SUBSCRIBERS.
    
    taken by eachSubscriber.BARRY JOHN ELLIS,Lyghe House,Court Close,Bray,Maidenhead,Berkshire SL6 2DL
    
    49,999BUILDING SOCIETY GENERAL MANAGERAND SECRETARYWITNESS   to the above signature:-STEPHEN CHARLES ADDISON SMITH,5 Montague Road,Berkhamsted,Herts   HP4 3DSBUILDING SOCIETY MANAGERNORMAN WILKES,Westwoods,65 Newport Road,Woburn Sands,Milton Keynes,Bucks MK17 8UQ
    
    1BUILDING SOCIETY MANAGER




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9 No. 2294747
    ABBEY NATIONAL plc
 th
 
   Exclusion of Table A
  Definitions
 2.
    
    In these articles unless the context otherwise requires:-the Act means the Companies Act 1985 as in force at the date of adoption of these
articles;address, in relation to electronic communications, includes any number or address
used for the purposes of such communications;ANBS means Abbey National Building Society;these articles means these articles of association as altered from time to time by
special resolution and the expression this article shall be construed accordingly;the auditors means the auditors for the time being of the Company or, in the case
of joint auditors, any one of them;the board means the board of directors from time to time of the Company or the
directors present at a meeting of the directors at which a quorum is present;the Building Societies Act means the Building Societies Act 1986 as in force at
the date of adoption of these articles;




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10 certificated share means a share which is not an uncertificated share;clear days in relation to the period of a notice means that period excluding the
day when the notice is served or deemed to be served and the day for which it is given or on
which it is to take effect;the Companies Acts means every statute (including any orders, regulations or other
subordinate legislation made under it) from time to time in force concerning companies in so
far as it applies to the Company;the Company means Abbey National plc;dematerialised instruction means an instruction sent or received by means of a
relevant system;dollar preference shares means the preference shares of US$0.01 each in the
capital of the Company;dollars, US$ and cents means the lawful currency for the time
being of the United States of America;"electronic signaturemeans anything in electronic form which the board requires to
be incorporated into or otherwise associated with an electronic communication for the
purpose of establishing the authenticity or integrity of the communication;euro preference shares means the preference shares of 0.01 each in the capital of
the Company;the Group means the Company and its subsidiaries;the holder in relation to any shares means the member whose name is entered in the
register as the holder of those shares;instructionincludes any instruction, election, acceptance or any other message of
any kind;issuer-instruction means a properly authenticated dematerialised instruction
attributable to a participating issuer;member means a member of the Company;N&P means the National and Provincial Building Society;the office means the registered office of the Company;Operator means a person approved by the Treasury as the Operator of the relevant
system;Operator-instruction means an authenticated dematerialised instruction
attributable to the Operator;ordinary shares means the ordinary shares of 10p each in the capital of the
Company;




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




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




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13  (1)
    
    Income(a)
    
    Preference Shares shall (subject to the further provisions described below) entitle the
members holding the same to receive a preferential dividend (hereinafter called the
Preference Dividend), payable at such rate or rates (whether fixed or variable) and on such
dates (Preference Dividend Payment Dates) to be determined by the board before allotment on
the amounts from time to time paid up or credited as paid up thereon and on such other terms
and conditions as may be determined by the board prior to allotment thereof and in particular
(but without prejudice to the foregoing) the board may determine whether the rights of such
shares as regards participation in profits are cumulative or non-cumulative. Unless otherwise
determined by the directors prior to allotment, any Preference Dividends on Sterling
Preference Shares shall be payable in sterling and any Preference Dividends on Dollar
Preference Shares shall be payable in dollars.(b)
    
    Unless otherwise determined by the board prior to allotment thereof, Preference Shares shall
rank as regards participation in profits pari passu inter se and with any other shares that
are expressed to rank pari passu therewith as regards participation in profits and otherwise
in priority to any other shares of the Company.(c)
    
    If it shall subsequently appear that any dividend which has been paid to holders of
Preference Shares should not have been so paid, then provided the board shall have acted in
good faith, the directors shall not incur any liability for any loss which any shareholder may
suffer in consequence of such payment having been made.(d)
    
    All or any of the following provisions may apply in relation to any particular Preference
Shares (relevant Preference Shares) if so determined by the board prior to the allotment
thereof:-




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




---



##### 



15 (vi)
    
    if a Preference Dividend on any relevant Preference Shares is not paid in full
(or a sum is not set aside to provide for its payment in full) the Company may not
(without the written consent of three-fourths in nominal value of, or the sanction of
an extraordinary resolution passed at a separate general meeting of the holders of
relevant Preference Shares) thereafter redeem, reduce, purchase or otherwise acquire
for any consideration any other share capital of the Company ranking pari passu with or
after the relevant Preference Shares as regards participation in the assets of the
Company (and may not set aside or establish any sinking fund for any such redemption,
reduction, purchase or other acquisition) until such time as all Preference Dividends
on Preference Shares which are expressed to have a cumulative right as regards
participation in profits have been paid in full (including any arrears or deficiency of
dividend in respect thereof) or a sum shall have been set aside for such payment in
full and Preference Dividends on the relevant Preference Shares in respect of such
period as the board shall determine prior to allotment of the relevant Preference
Shares shall have been paid in full (or a sum shall have been set aside for such
payment in full);(vii)
    
    the provisions described in this sub-paragraph shall apply where any
Preference Dividend is, for the reasons specified above, not payable and the amounts
(if any) standing to the credit of the profit and loss account of the Company together
with the amount of the reserves of the Company available for the purpose are sufficient
to enable the allotments of additional preferences shares referred to in the further
provisions of this sub-paragraph to be made in full:-
 (aa)
    
    for the purposes of this sub-paragraph:-
 (x)
    
    Relevant Shares means relevant Preference
Shares and any preference shares of the Company ranking pari passu with
the relevant Preference Shares as regards participation in profits
(other than any such shares which are expressed to have a cumulative
right as regards participation in profits) in respect of which a
preference dividend which would have been payable on the same date as a
Relevant Dividend on Preference Shares is not to be paid; and(y)
    
    Relevant Dividend means the preference dividend
which is not to be paid on Relevant Shares on any occasion,
 and where a member holds Relevant Shares of more than one class, the
provisions of this sub-paragraph shall be interpreted and applied separately
in respect of each class of Relevant Shares held by him;(bb)
    
    provided that the Company has sufficient authorised but
unissued share capital and that the directors are authorised in accordance with
section 80 of the Companies Act 1985 to allot the appropriate amount of
relevant securities (for which purposes the directors shall, if necessary, call as soon as practicable
a general meeting of the Company at which the appropriate resolutions to
create such share capital and to obtain such authority are proposed), each
holder of Relevant Shares shall, on the date for payment of the Relevant
Dividend had such dividend been paid in cash, be allotted such additional
nominal amount of




---



##### 



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




---



##### 



17 respect of which no dividend has previously been paid in that calendar year.
References elsewhere in this article to any dividend payable on any Preference Shares shall
not be treated as including a reference to any special dividend paid on any particular
Preference Shares pursuant to this sub-paragraph (f).(2)
    
    Capital(a)
    
    On a distribution of assets on a winding-up of the Company or return of capital (other than
on a redemption or purchase by the Company of any of its share capital), members holding
Preference Shares shall in respect thereof be entitled to receive, out of the surplus assets
remaining after payment of the Companys liabilities, an amount equal to the amount paid up or
credited as paid up on the Preference Shares together with such premium (if any) as may be
determined by the board prior to allotment thereof (and so that the board may determine that
such premium is payable only in specified circumstances). Unless otherwise determined by the
board prior to allotment, such amount in respect of Sterling Preference Shares shall be
payable in sterling and such amount in respect of Dollar Preference Shares shall be payable in
dollars.(b)
    
    In addition to the amount repayable on the Preference Shares in accordance with sub-paragraph
(a) above there shall be payable a sum equal to the Preference Dividend which would have been
payable by the Company in accordance with paragraph (1) above (together, in the case of
Preference Shares which are expressed to have a cumulative right as regards participation in
profits, with any arrears or deficiency of Preference Dividend), calculated at the annual rate
determined by the board before allotment of the Preference Shares in question, in respect of
the number of days included in the period commencing with the day following whichever
Preference Dividend Payment Date shall most recently have occurred prior to the date of
commencement of the winding-up of the Company or return of capital and ending with such date
of commencement of winding-up or return of capital, as though such period had been one in
relation to which a Preference Dividend would have been payable pursuant to the provisions
described in paragraph (1)(a) above and the terms of issue of the Preference Shares in
question, but subject always to the provisions described in paragraph (1)(d) (i), (ii) and
(iv) above and to the terms on which any particular Preference Shares are issued.(c)
    
    With respect to the amounts payable or repayable under sub-paragraphs (a) and (b) of this
paragraph in the event of a winding-up of the Company or return of capital, Preference Shares
shall rank pari passu inter se and with any other shares that are expressed to rank pari passu
therewith as regards participation in surplus assets and otherwise in priority to any other
share capital of the Company. Save as may be determined by the board prior to the issue of
any particular series of Preference Shares, the holders of Preference Shares shall not be
entitled in respect thereof to any further or other right of participation in the assets of
the Company upon a winding-up or return of capital.(3)
    
    VotingThe holders of any series of Preference Shares will only be entitled to receive notice of
and to attend any general meeting of the Company:-
 (1)
    
    if the Preference Dividend on the Preference Shares of such series has not, at
the date of the notice of the general meeting, been paid in full in respect of such
dividend periods as




---



##### 



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




---



##### 



19 the certificates for such shares are to be presented for redemption and upon
such date each of the holders of the Preference Shares concerned shall be bound to
deliver to the Company at such place the certificates for the Preference Shares
concerned. Upon such delivery and against the receipt of such holder for the
redemption moneys payable in respect of such Preference Shares, the Company shall pay
to such holder the amount due to him in respect of such redemption and shall cancel the
certificates so delivered. If any certificate so delivered to the Company includes any
Preference Shares not to be redeemed on the Redemption Date a fresh certificate for
such Preference Shares shall be issued free of charge to the holder delivering such
certificate to the Company. No defect in the Notice of Redemption or in the giving
thereof shall affect the validity of the redemption procedure.(f)
    
    There shall be paid on each Preference Share so redeemed the amount paid up or
credited as paid up thereon, together (to the extent permitted by the Companies Acts)
with any premium paid on issue and, in the case of fixed rate Dollar Preference Shares
only, but only if the terms of issue of any relevant Dollar Preference Shares issued
after 24 April, 2003 shall so require, any Relevant Redemption Premium (as hereinafter
defined). These provisions are without prejudice to any right of the holders of any
Preference Share to receive amounts of dividend payable pursuant to the terms of issue
of any particular Preference Share and any such dividend shall be deemed not to form
part of the amount payable on redemption. Relevant Redemption Premium means an
amount calculated in accordance with the following formula as applied in relation to
any Redemption Date which falls within the period of five years commencing on the day
following the fifth anniversary of the first date of allotment (the Relevant Allotment
Date) of the particular series of Dollar Preference Shares in question. The formula
for calculation of the Relevant Redemption Premium shall be A x B, where:
 A is the annual amount of dividend (expressed in dollars) on one Dollar
Preference Share of the particular series of Dollar Preference Shares in
question excluding any associated tax credit; andB, in relation to a Redemption Date falling within the period of twelve
months commencing on the day following the fifth anniversary of the Relevant
Allotment Date, is 1/2 (one half), or,in relation to a Redemption Date falling within the period of twelve months
commencing on the day following the sixth anniversary of the Relevant
Allotment Date, is 2/5 (two fifths), or,in relation to a Redemption Date falling within the Period of twelve months
commencing on the day following the seventh anniversary of the Relevant
Allotment Date, is 3/10 (three tenths), or,in relation to a Redemption Date falling within the period of twelve months
commencing on the day following the eighth anniversary of the Relevant
Allotment Date, is 1/5 (one fifth), or,




---



##### 



20 in relation to a Redemption Date falling within the period of twelve months
commencing on the day following the ninth anniversary of the Relevant
Allotment Date, is 1/10 (one tenth).
 The product of the above formula shall be rounded down to the nearest whole cent.
No Relevant Redemption Premium shall be payable when the Redemption Date falls after
the tenth anniversary of the Relevant Allotment Date.(g)
    
    Payment by the Company in respect of the amount due on redemption shall be
made, in the case of a Dollar Preference Share, by a dollar cheque drawn on a bank in
England or in New York City and, in the case of a Sterling Preference Share, by a
sterling cheque drawn on a bank in London, or, upon the request of the holder or joint
holders not later than the date specified for the purpose in the Notice of Redemption,
by transfer to in the case of a Dollar Preference Share, a dollar account maintained by
the payee with a bank in London or New York City or, in the case of a Sterling
Preference Share, a sterling account maintained by the payee with a bank in London.
All payments in respect of redemption monies will in all respects be subject to any
applicable fiscal or other laws.(h)
    
    As from the relevant Redemption Date the dividend on the Preference Shares due
for redemption shall cease to accrue except on any such Preference Shares in respect of
which, upon the due delivery of the certificate relating thereto in accordance with
sub-paragraph (d) of this paragraph (4), payment of the redemption moneys due on such
Redemption Date shall be improperly withheld or refused in which case the said
dividend, at the rate then applicable, shall be deemed to have continued and shall
accordingly continue to accrue from the relevant Redemption Date to the date of payment
of such redemption moneys. Such Preference Shares shall not be treated as having been
redeemed until the redemption moneys in question together with the accrued dividend
thereon have been paid whereupon such Preference Shares shall be treated as having been
redeemed.(i)
    
    If the Redemption Date for any Preference Share is not, in the case of a
Sterling Preference Share, a day on which banks in London are open for business and on
which foreign exchange dealings may be conducted in London (a Sterling Business Day)
or, in the case of a Dollar Preference Share, a day on which banks in London and New
York City are open for business and on which foreign exchange dealings may be conducted
in such cities (a Dollar Business Day), then payment of the amount payable on
redemption will be made on the next succeeding Sterling Business Day or Dollar Business
Day as the case may be, and without any interest or other payment in respect of such
delay unless such day shall fall within the next calendar month, whereupon such payment will be made
on the preceding Sterling Business Day or Dollar Business Day, as the case may be.(j)
    
    The receipt of the registered holder for the time being of any Preference
Shares or, in the case of joint registered holders, the receipt of any one of them for
the monies payable on redemption thereof, shall constitute an absolute discharge to the
Company in respect thereof.(k)
    
    Upon the redemption or purchase of any Preference Shares, the directors may
(pursuant to the authority given by the passing of the resolution to adopt this
article) consolidate




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##### 



21 and divide and/or sub-divide the authorised, but unissued,
Preference Share capital existing as a consequence of such redemption or purchase into
shares of a larger or smaller amount and/or may convert such authorised, but unissued,
Preference Share capital into any other class of share capital into which the
authorised share capital of the Company is or may at that time be divided of a like
aggregate nominal amount (as nearly as may be) in the same currency as the Preference
Shares so redeemed or purchased or into unclassified shares of the same aggregate
nominal amount (as nearly as may be) in the same currency as the Preference Shares so
redeemed or purchased (and so that the provisions of articles 45 and 46 shall, where
relevant, apply to any such consolidation, division or sub-division).
 (5)
    
    Further Shares(a)
    
    Save as provided by the terms of issue of any particular Preference Shares, the Company shall
not create or issue any further shares ranking as regards participation in the profits and
assets of the Company in priority to the Preference Shares.(b)
    
    Any series of Preference Shares or other shares ranking pari passu in some or all respects
with the Preference Shares then in issue may (unless otherwise provided by the terms of issue
of the Preference Shares then in issue), without their creation or issue being deemed to vary
the special rights attached to any Preference Shares then in issue, either carry rights
identical in all respects with such Preference Shares or any of them or carry rights differing
therefrom in any respect. Unless otherwise provided by the terms of issue, the rights
attaching to any Preference Shares shall not be deemed to be varied or abrogated by the
purchase, redemption or cancellation by the Company of any of its shares ranking as regards
participation in the profits or assets of the Company pari passu with or after such Preference
Shares.
 Rights attached to shares




---



##### 



22    Redeemable shares
  Variation of rights
 mutatis mutandis




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##### 



23 Pari passu issues
 pari passu
 Unissued shares
  (B)
    
    (i)
    
    The board may, by ordinary resolution of the Company fixing the Section 80
Period and the Section 80 Amount for the purpose of this article, be generally and
unconditionally authorised pursuant to Section 80 to exercise for each such Section 80
Period all the powers of the Company to allot relevant securities up to an aggregate
nominal amount equal to the Section 80 Amount; and(ii)
    
    during each Section 80 Period the Company may make an offer or
agreement which would or might require relevant securities to be allotted after
the expiry of such period and the board may allot relevant securities in
pursuance of such an offer or agreement as if the authority conferred had not
expired.(C)
    
    (i)
    
    The board shall, by special resolution of the Company fixing the Section 89
Period and the Section 89 Amount for the purpose of this article, be empowered pursuant
to Section 95 to allot equity securities pursuant to the terms of the relevant Section
80 Authority wholly for cash during each such Section 89 Period as if Section 89(1) did
not apply to such allotment PROVIDED THAT this power shall be limited to:
 (a)
    
    the allotment of equity securities in connection
with a rights issue; and(b)
    
    the allotment (otherwise than in connection with
a rights issue) of equity securities up to an aggregate nominal amount
equal to the Section 89 Amount;
 (ii)
    
    during each Section 89 Period the Company may make an offer or
agreement which would or might require equity securities to be allotted after
the expiry of such period and the board may allot equity securities in
pursuance of such an offer or agreement as if the power conferred had not
expired.
 (D)
    
    For the purposes of this article:-equity securities shall have the same meaning as in Section 94;relevant securities shall have the same meaning as in Section 80;




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##### 



24 rights issue means an offer of equity securities to ordinary shareholders,
and to all holders of any other class of equity security in accordance with the
rights attached to such a class, in proportion (as nearly as may be) to their
respective holdings of such ordinary shares and equity securities or in accordance
with the rights attached to such equity securities but subject to such exclusions,
variations or other arrangements as the board may deem necessary or expedient to
deal with:-
 (a)
    
    fractional entitlements; or(b)
    
    legal or practical problems under the laws, or the
requirements, of any regulatory body or any stock exchange in any territory;
 Section 80 means Section 80 of the Companies Act 1985 as amended or
re-enacted from time to time;Section 80 Authority means the authority conferred on the board by an
ordinary resolution of the Company pursuant to paragraph (B) and the relevant
Section 80 Authority shall be that Section 80 Authority which remains in force
in accordance with its terms (subject to any variation or revocation) at the date in
question;the Section 80 Amount shall for any Section 80 Period be that stated in
the relevant ordinary resolution;the Section 80 Period means any period (not exceeding 5 years from the
date of the relevant ordinary resolution) for which the authority referred to in
paragraph (B) is conferred by such ordinary resolution;Section 89(1) means Section 89(1) of the Companies Act 1985 as amended or
re-enacted from time to time;the Section 89 Amount shall for any Section 89 Period be that stated in
the relevant special resolution PROVIDED THAT this shall not exceed the Section 80
Amount stated in the ordinary resolution conferring the relevant Section 80 Authority less the
aggregate nominal amount of relevant securities subsequently allotted pursuant to
the relevant Section 80 Authority as at the date of the relevant special resolution;the Section 89 Period means any period (not exceeding 5 years from the
date of the relevant special resolution, nor expiring after the date on which the
Section 80 Period stated in the ordinary resolution conferring the relevant Section
80 Authority expires) for which the power referred to in paragraph (C) is conferred
by such special resolution;Section 94 means Section 94 of the Companies Act 1985 as amended or
re-enacted from time to time;Section 95 means Section 95 of the Companies Act 1985 as amended or
re-enacted from time to time; and




---



##### 



25 the nominal amount of any securities shall be taken to be, in the case of rights to
subscribe for or to convert any securities into shares of the Company, the nominal
amount of such shares which may be allotted pursuant to such rights.
 Payment of commission
  Trusts not recognised
  CERTIFICATES
 Right to share certificate
 .
 Uncertificated Shares
 12.
    
    (B)
    
    
    (a
    )
    
    Pursuant and which is separate from certificated shares with the same rights.
subject to the
Uncertificated
Securities
Regulations, the
board many permit
title to shares of
any class to be
evidenced otherwise
than by a
certificate and
title to shares of
such a class to be
transferred by
means of a relevant
system and may make
arrangements for a
class of shares (if
all shares of that
class are in all
respects identical)
to become a
participating
class. Title to
shares of a
particular class
may only be
evidenced otherwise
than by a
certificate where
that




---



##### 



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




---



##### 



Execution of share certificates
   Companys lien on shares not fully paid
  Enforcing lien by sale and application of proceeds




---



##### 



28   Calls
  Payment on calls
  Liability of joint holders
  Interest due on non-payment
  Sums due on allotment treated as calls




---



##### 



29  Power to differentiate
  Payment of calls in advance
   Notice if call or instalment not paid
  Form of notice
  Forfeiture if non-compliance with notice
  Notice after forfeiture




---



##### 



30 Sale of forfeited shares
  Arrears to be paid notwithstanding forfeitures
  Statutory declaration as to forfeiture
  Transfer
 33.
    
    Subject to such of the restrictions of these articles as may be applicable:-
 (i)
    
    any member may transfer all or any of his uncertificated shares by means of a
relevant system in such manner provided for, and subject as provided in the
Uncertificated Securities Regulations and the rules of any relevant system, and
accordingly no provision of these articles shall apply in respect of an uncertificated
share to the extent that it requires or contemplates the effecting of a transfer by an
instrument in writing or the production of a certificate for the share to be
transferred; and(ii)
    
    any member may transfer all or any of his certificated shares by an instrument
of transfer in any usual form or in any other form which the board may approve.




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##### 



31 Execution of Transfer
  Right to decline registration of partly paid shares
  Other rights to decline registration
  (B)
    
    The board may decline to register any transfer of a certificated share unless:-(a)
    
    the instrument of transfer is left at the office or such other place as the
board may from time to time determine accompanied (save in the case of a transfer by a
person to whom the Company is not required by law to issue a certificate and to whom a
certificate has not been issued) by the certificate for the share to which it relates
and such other evidence as the board may reasonably require to show the right of the
person executing the instrument of transfer to make the transfer;(b)
    
    the instrument of transfer is in respect of only one class of share; and(c)
    
    in the case of a transfer to joint holders, the number of joint holders to whom
the share is to be transferred does not exceed four.
 Notice of Refusal
  No fee for registration




---



##### 



32 Closure of register
   Transmission on death
  Entry of transmission in register
  Election of Person Entitled by Transmission
  Rights of person entitled by transmission




---



##### 



33  Untraced shareholders
  (a)
    
    the shares have been in issue either in certificated or uncertificated form
throughout the qualifying period and at least three cash dividends have become payable
on the shares during the qualifying period; and(b)
    
    no cash dividend payable on the shares has either been claimed by presentation
to the paying bank of the relevant cheque or warrant or been satisfied by the transfer
of funds to a bank account designated by the holder of, or person entitled by
transmission to, the shares or by the transfer of funds by means of a relevant system
at any time during the relevant period; and(c)
    
    the Company has not at any time during the relevant period received:
   (d)
    
    the Company has caused advertisements giving notice of its intention to sell
the shares to be published (i) (in the case of shares issued as a consequence of the
transfer of the business of N&P to the Company other than shares in respect of which
satisfactory registration details have been received by the Company) in two daily
newspapers with a national circulation, and (ii) (in any other case) one in a daily
newspaper with a national circulation and another in a newspaper circulating in the
area of the address shown in the register of the holder of, or person entitled by
transmission to, the shares, and (in either such case) a period of three months has
elapsed from the date of publication of the advertisements or of the last of the two
advertisements to be published if they are published on different dates;(e)
    
    the Company has given notice to the Stock Exchange of its intention to make the
sale;




---



##### 



34   the qualifying period
 the relevant period




---



##### 



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




---



##### 



36 Fractions
  Reduction of capital
  Purchase of own shares
   Extraordinary general meetings
  Annual general meetings
  Summary Financial Statements




---



##### 



37 Calling of extraordinary general meetings
   Length of notice
   (a)
    
    in the case of an annual general meeting, by all the members entitled to attend
and vote at the meeting; and(b)
    
    in the case of any other meeting, by a majority in number of the members having
a right to attend and vote at the meeting, being a majority together holding not less
than 95 per cent. in nominal value of the shares giving that right.
  Omission or non-receipt of notice
  Control of attendance




---



##### 



38  Security Arrangements
   Quorum
  Procedure if quorum not present




---



##### 



39 Chairman of general meeting
  Directors right to attend and speak
  Adjournments
  (a)
    
    the members wishing to attend cannot be conveniently accommodated in the place
appointed for the meeting;(b)
    
    the conduct of persons present prevents or is likely to prevent the orderly
continuation of business; or(c)
    
    an adjournment is otherwise necessary so that the business of the meeting may
be properly conducted.
 sine die
 Postponement of General Meetings




---



##### 



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




---



##### 



41 aggregate equal to not less than one-tenth of the total sum paid up on all the
shares conferring that right.
  Procedure if poll demanded
  When poll to be taken
  Continuance of other business after poll demand
  Votes on a poll
  Casting vote of chairman
  Votes of joint holders




---



##### 



42 Voting on behalf of incapable member
  No right to vote where sums overdue on shares
  Suspension of Rights Where Non-Disclosure of Interest
 restriction notice




---



##### 



43     arms length sale
 person appearing to be interested
 person with a 0.25 per cent. interest
 relevant period
 relevant restrictions




---



##### 



44 (i)
    
    the shares shall not confer on the holder any
right to attend or vote either personally or by proxy at any general
meeting of the Company or at any separate general meeting of the holders
of any class of shares in the Company or to exercise any other right
conferred by membership in relation to general meetings;(ii)
    
    the board may withhold payment of all or any part
of any dividends or other moneys payable in respect of the shares and
the holder shall not be entitled to receive shares in lieu of dividend;(iii)
    
    the board may (subject to the requirements of
the Uncertificated Securities Regulations) decline to register a
transfer of the shares or any of them unless such a transfer is pursuant
to an arms length sale
  statutory notice
 Objections or errors in voting
  (a)
    
    any objection shall be raised to the qualification of any voter; or(b)
    
    any votes have been counted which ought not to have been counted or which might
have been rejected; or(c)
    
    any votes are not counted which ought to have been counted;
   Execution of proxies




---



##### 



45 Delivery of proxies
     Maximum validity of proxy
  Form of proxy




---



##### 



Cancellation of proxys authority
   Representatives




---



##### 



47  Number of directors
  Directors fees
  Age of directors
       Power of Company to appoint directors




---



##### 



48  Power of board to appoint directors
  Number to Retire by Rotation
  Identity of directors to retire
  Filling rotation vacancies
  Power of removal by special resolution
  Persons eligible as directors
  (a)
    
    he is recommended by the board; or(b)
    
    not less than seven nor more than thirty-five clear days before the day
appointed for the meeting, notice executed by a member qualified to vote at the meeting
(not being the




---



##### 



49 person to be proposed) has been given to the secretary of the intention
to propose that person for appointment or reappointment together with notice executed
by that person of his willingness to be appointed or reappointed.
 Position of retiring directors
  Vacation of office by directors
  (a)
    
    he resigns his office by notice in writing delivered to the office or tendered
at a meeting of the board; or(b)
    
    he becomes of unsound mind or a patient for any purpose of any statute relating
to mental health and the board resolves that his office is vacated; or(c)
    
    he is absent without the permission of the board from meetings of the board
(whether or not an alternate director appointed by him attends) for twelve consecutive
months and the board resolves that his office is vacated; or(d)
    
    he becomes bankrupt or compounds with his creditors generally; or(e)
    
    he is prohibited by law from being a director; or(f)
    
    he ceases to be a director by virtue of the Companies Acts or is removed from
office pursuant to these articles.
  Alternate directors




---



##### 



50      Executive directors
   Additional remuneration




---



##### 



51 Expenses
  Pensions and gratuities for directors
   Permitted interests and voting




---



##### 



52    (i)
    
    the giving to him of any guarantee, indemnity or security in respect of money
lent or obligations undertaken by him or by any person at the request of or for the
benefit of the Company or any of its subsidiary undertakings,(ii)
    
    the giving to a third party of any guarantee, indemnity or security in respect
of a debt or obligation of the Company or any of its subsidiary undertakings for which
he himself has assumed responsibility in whole or in part under a guarantee or
indemnity or by the giving of security,(iii)
    
    the subscription or purchase by him of shares, debentures or other securities
of the Company or any of its subsidiary undertakings pursuant to an offer or invitation
to members or debenture holders of the Company or any of its subsidiary undertakings,
or any class of them, or to the public or any section of the public,(iv)
    
    the underwriting by him of any shares, debentures or other securities of the
Company or any of its subsidiary undertakings,(v)
    
    any contract in which he is interested by virtue of his interest in shares or
debentures or other securities of the Company or by reason of any other interest in or
through the Company,(vi)
    
    any contract concerning any other company (not being a company in which the
director owns one per cent. or more) in which he is interested directly or indirectly
whether as an officer, shareholder, creditor or otherwise howsoever,




---



##### 



53 (vii)
    
    any contract concerning the adoption, modification or operation of a pension
fund or retirement, death or disability benefits scheme which relates both to directors
and employees of the Company or of any of its subsidiary undertakings and does not
provide in respect of any director as such any privilege or advantage not accorded to
the employees to which the fund or scheme relates,(viii)
    
    any contract for the benefit of employees of the Company or of any of its subsidiary
undertakings, including without limitation any contract concerning an employees share
scheme, under which he benefits in a similar manner as the employees and which does not
accord to any director as such any privilege or advantage not accorded to the employees
to whom the contract relates, and(ix)
    
    any contract for the purchase or maintenance for any director or directors of
insurance against any liability.




---



##### 



54     General powers of Company vested in board
  Borrowing powers
  Executive boards for businesses and special directors




---



##### 



55  Powers of attorney
  Delegations to individual directors
  Official seals
  Registers
  Provision for employees




---



##### 



56  Board meetings
  Notice of board meetings
  Quorum
  Directors below minimum through vacancies
  Appointment of chairman




---



##### 



57 Competence of meetings
  Voting
  Delegation to committees
    Resolution in writing
  Validity of acts of board or committee




---



##### 



58 Participation in meetings by telephone
   Use of seals
   Declaration of dividends by the Company
  Payment of interim dividends by board
  Calculation and currency of dividends




---



##### 



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




---



##### 



60   Forfeiture of unclaimed dividends
  Uncashed Dividends




---



##### 



61  Cessation of payment of dividends
  Dividends not in cash
  Scrip dividends
  (a)
    
    An ordinary resolution may specify a particular dividend (whether or not
already declared) or may specify all or any dividends declared or paid within a
specified period, but such period may not end later than the fifth anniversary of the
date beginning of the annual general meeting next following the date of the meeting at
which the ordinary resolution is passed.(b)
    
    The entitlement of each holder of ordinary shares to new ordinary shares shall
be such that the relevant value of the entitlement shall be as nearly as possible equal
to (but not greater than) the cash amount (disregarding any tax credit) of the dividend
that such holder elects to forgo. For this purpose relevant value shall be
calculated by reference to the average of the middle market quotations for the
Companys ordinary shares on the London Stock Exchange as derived from the Daily
Official List, on the day on which the ordinary shares are first quoted ex the
relevant dividend and the two subsequent dealing days, or in such other manner as may
be determined by or in accordance with the




---



##### 



62 ordinary resolution. A certificate or
report by the auditors as to the amount of the relevant value in respect of any
dividend shall be conclusive evidence of that amount and in giving such a certificate
or report the auditors may rely on advice or information from brokers or other sources
of information as they think fit;(c)
    
    No fraction of any ordinary share shall be allotted. The board may make such
provisions as they think fit for any fractional entitlements including provisions
whereby, in whole or in part, the benefit thereof accrues to the Company and/or under
which fractional entitlements are accrued and/or retained and in each case accumulated
on behalf of any member and such accruals or retentions are applied to the allotment
by way of bonus to or cash subscription on behalf of such member of fully paid ordinary
shares and/or provisions whereby cash payments may be made to members in respect of
their fractional entitlements;(d)
    
    The board, if it intends to offer an election in respect of any dividend, shall
give notice to the holders of ordinary shares of the right of the election offered to
them, and specify the procedure to be followed which, for the avoidance of doubt, may
include an election by means of a relevant system and the place at which, and the
latest time by which, elections must be lodged in order for elections to be effective;(e)
    
    The board shall not proceed with any election unless the Company has sufficient
unissued shares authorised for issue and sufficient reserves or funds that may be
capitalised to give effect to it after the basis of allotment is determined;(f)
    
    The board may exclude from any offer or make other arrangement in relation to
any holders of ordinary shares where the board believes that such exclusion or
arrangement is necessary or expedient in relation to legal or practical problems under
the laws of, or the requirements of any recognised regulatory body or any stock
exchange in, any territory, or the board believes that for any other reason the offer
should not be made to them;(g)
    
    The dividend (or that part of the dividend in respect of which a right of
election has been offered) shall not be payable on ordinary shares in respect of which
an election has been made (for the purposes of this article the elected ordinary
shares) and instead additional ordinary shares shall be allotted to the holders of the
elected ordinary shares on the basis of allotment calculated as stated. For such
purpose the board shall capitalise, out of any amount for the time being standing to
the credit of any reserve or fund (including the profit and loss account) whether or
not the same is available for distribution as the board may determine, a sum equal to
the aggregate nominal amount of the additional ordinary shares to be allotted on that
basis and apply it in paying up in full the appropriate number of unissued ordinary
shares for allotment and distribution to the holders of the elected ordinary shares on
that basis;(h)
    
    The additional ordinary shares when allotted shall rank pari passu in all
respects with the fully-paid ordinary shares then in issue except that they will not be
entitled to participation in the relevant dividend;




---



##### 



63 (i)
    
    Unless the board otherwise determines, or unless the Uncertificated Securities
Regulations and/or the rules of the relevant system concerned otherwise require, the
new ordinary share or shares which a member has elected to receive instead of cash in
respect of the whole (or some part) of the specified dividend declared or paid in
respect of his elected ordinary shares shall be in uncertificated form (in respect of
the members elected ordinary shares which were in uncertificated form on the date of
the members election) and in certificated form (in respect of the members elected
ordinary shares which were in certificated form on the date of the members election);
and(j)
    
    The board may also from time to time establish or vary a procedure for election
mandates, which, for the avoidance of doubt, may include an election by means of a
relevant system, under which a holder of ordinary shares may elect in respect of future
rights of election offered to that holder under this article until the election mandate
is revoked in accordance with the procedure.
  Power to capitalise reserves and funds
   Settlement of difficulties in distribution




---



##### 



64  Power to choose any record date
   Records to be kept
  Inspection of records
   Service of notices




---



##### 



65 Record Date for Service
  Members resident abroad
  When notice deemed served
  Service of notice on person entitled by transmission




---



##### 



66  Notice when post not available
   Presumptions where documents destroyed
  (a)
    
    any share certificate which has been cancelled at any time after a period of
one year has elapsed from the date of cancellation; or(b)
    
    any instruction concerning the payment of dividends or other moneys in respect
of any share or any notification of change of name or address at any time after a
period of two years has elapsed from the date the instruction or notification was
recorded by the Company; or(c)
    
    any instrument of transfer of shares or Operator-instruction for the transfer
of shares which has been registered at any time after a period of six years has elapsed
from the date of registration; or(d)
    
    any other document on the basis of which any entry is made in the register at
any time after a period of six years has elapsed from the date the entry was first made
in the register in respect of it; and




---



##### 



67   Distribution of assets otherwise than in cash
  (a)
    
    divide among the members in kind the whole or any part of the assets of the
Company (whether they shall consist of property of the same kind or not) and, for that
purpose, set such values as he deems fair upon any property to be divided and determine
how the division shall be carried out as between the members or different classes of
members; or(b)
    
    vest the whole or any part of the assets in trustees upon such trusts for the
benefit of the contributories as the liquidator, with the like sanction, shall think
fit
   Indemnity of officers
 142.
    
    Subject to the provisions of the Companies Acts, the Company may indemnify any director,
alternate director, company secretary, senior manager or other officer of the Company or any
company in which the Company has an interest, whether direct or indirect, or which is in any
way allied to or associated with the Company, or any subsidiary undertaking of the Company or
any such other company against any liability and purchase and maintain for any director,
alternate director, company secretary, senior manager or other officer or auditor insurance
against any liability. Subject to those provisions, but without prejudice to any indemnity to
which the person concerned may otherwise be entitled, every director, alternate director,
company secretary, senior manager or other officer of the Company may, at the discretion of
the Board and on such terms as may be determined by the Board from time to time be entitled to
be indemnified and if the board so determines the auditors may be indemnified out of the
assets of the Company against all costs, charges, losses, damages and liabilities incurred by
him in the actual or purported execution and/or discharge of his duties or the exercise of his
powers and/or otherwise in relation thereto, provided always that this Article 142 shall be
deemed not to provide for, or entitle any such person to indemnification to the extent that it
would cause this Article 142, or any element of it, to be treated as void under the Companies
Acts.




---



##### 



68 RESOLUTIONS REQUIRED TO BE EMBODIED IN OR ANNEXED TO ARTICLES OF ASSOCIATION
   (6)
    
    THAT the Directors be and are hereby generally and unconditionally authorised
in accordance with section 80 of the Companies Act 1985 to exercise all the powers of
the Company to allot relevant securities (as defined in that section), up to an
aggregate nominal value of £543,000,000 (comprising not more than £43,000,000 ordinary
shares and £500,000,000 preference shares) and of US$10,000,000 comprising
1,000,000,000 dollar preference shares, such authority (unless previously revoked or
varied) to expire on 27th April 1999 (save that the Company may before such expiry make
an offer or agreement which would or might require the allotment of all or any of the
relevant securities after such expiry and the Directors may allot relevant securities
in pursuance of such an offer or agreement as if the authority conferred hereby had not
expired).
   (6)
    
    THAT, subject to the passing of Resolution 5, the Directors be and they are
hereby generally and unconditionally authorised, in accordance with section 80 of the
Companies Act 1985, and in addition to the authority granted on 28 April 1994, to
exercise all powers of the Company to allot up to 500,000,000 of the sterling
preference shares of £1 each created by Resolution 5 (the new sterling preference
shares), such authority (unless previously revoked or varied) to expire on 27 April
1999 save that the Company may before such expiry make an offer or agreement which
would or might require the allotment of all or any of the new sterling preference
shares after such expiry and the Directors may allot new sterling preference shares in
pursuance of such an offer or agreement as if the authority conferred hereby had not
expired.
  (7)
    
    THAT the Directors be and they are hereby empowered, pursuant to section 95 of
the Companies Act 1985 (the Act) to allot for cash equity securities (as defined in
section 94 of the Act) and pursuant to the authority to allot relevant securities
granted to the Directors on 28 April 1994, as if section 89(1) of the Act did not apply
to any such allotment, provided that this power shall be limited to:
 (a)
    
    the allotment of equity securities in connection with a rights
issue in favour of ordinary shareholders where the equity securities
respectively attributable to the interests of all ordinary shareholders are
proportionate (as nearly as may be) to the respective numbers of ordinary
shares held by them (but subject to such exclusions, variations or other
arrangements on such allotment as the Directors




---



##### 



69 may deem necessary or expedient
in relation to fractional entitlements or as a result of legal or practical
problems under the laws, or the requirements of any recognised regulatory body
or any stock exchange, in any territory); and(b)
    
    the allotment (otherwise than pursuant to sub-paragraph (a)
hereof) of equity securities up to an aggregate nominal amount of £6,602,881
representing 5% of the Companys total ordinary share capital in issue as at 1
February 1996,
 and provided further that this authority, unless previously revoked or varied, shall
expire at the conclusion of the next Annual General Meeting of the Company after the
passing of this Resolution, save that the Company may prior to such expiry make
offers or agreements which would or might require equity securities to be allotted
after such expiry and the Directors may allot equity securities in pursuance of such
offers or agreements as if the power conferred hereby had not expired.
  (8)
    
    THAT the Company be and it is hereby generally and unconditionally authorised
to make market purchases (within the meaning of Section 163(3) of the Companies Act
1985) of ordinary shares of 10 pence each in the Company provided that:
 (i)
    
    the maximum number of ordinary shares hereby authorised to be
purchased is 132,057,622 (representing 10% of the Companys issued ordinary
share capital as at 1 February 1996);(ii)
    
    the minimum price which may be paid for an ordinary share is 10
pence;(iii)
    
    the maximum price which may be paid for an ordinary share is
an amount equal to 105 per cent. of the average of the middle market quotations
for an ordinary share as derived from The London Stock Exchange Daily Official
List for the ten business days immediately preceding the day on which the
ordinary share is contracted to be purchased; and(iv)
    
    this authority, unless previously revoked or varied, shall
expire at the conclusion of the next Annual General Meeting of the Company
after the passing of this Resolution, save that a contract of purchase may be
concluded by the Company before such expiry which will or may be executed
wholly or partly after such expiry, and a purchase of shares may be made in
pursuance of any such contract.
  (9)
    
    THAT
 (i)
    
    the Memorandum of Association be altered as follows:
 (a)
    
    subject to the passing of Resolution 5, by the
substitution on the first line of Clause 6 of £1,175,000,000 for
£675,000,000 and, on the second line of Clause 6, of 1,000,000,000
for 500,000,000; and




---



##### 



70 (b)
    
    by the deletion of Clause 7 in its entirety; and
 (ii)
    
    the proposed new form of Articles of Association produced to
the Meeting and initialled by the Chairman for the purpose of identification be
adopted as the Articles of Association of the Company in substitution for and
to the exclusion of the Companys existing Articles of Association.




---



##### 



71 AT A MEETING OF THE DIRECTORS HELD ON   Tuesday 24th September 1996
 The Board approved:-
 iii.
    
    Entry into CREST
 Ordinary Shares
 1.
    
    Pursuant to Regulation 16(2) of the Uncertified Securities Regulations 1995 (the
Regulations), IT WAS RESOLVEDthat:
 (a)
    
    title to the ordinary shares of 10 pence each in the capital of the Company
(the Shares), in issue or be issued, may be transferred by means of a relevant system
(as defined in the Regulations);(b)
    
    such relevant system shall include the relevant system of which CRESTCo Limited
is to be the Operator (as defined in the Regulations);(c)
    
    the Shares shall not include any shares referred to in Regulation 17; and(d)
    
    this resolution (the Resolution) shall become effective immediately prior to
CRESTCo Limited granting permission for the Shares to be transferred by means of the
CREST system.
 2.
    
    It was noted, upon the Resolution becoming effective in accordance with its terms, and for as
long as it is in force, the Article of Association of the Company in relation to the Shares
will not apply to any uncertificated Shares to the extent that they are in consistent with:-
 (a)
    
    the holding of any shares in Uncertificated form;(b)
    
    the transfer of title to any Shares by means of the CREST system; and(c)
    
    any provision of the Regulations.
 3.
    
    There was produced to the meeting a copy of the notice of the Companys intention to pass the
Resolution which it was noted had been sent to every member of the Companys Articles of
Association and in satisfaction of the requirements of Regulation 16(4) on 14th March 1996.4.
    
    IT WAS RESOLVEDthat a copy of the resolution in paragraph 1 above be forwarded to the
Registrar of Companies within 15 days of its passing, as required by section 380 of the
Companies Act 1985 (as amended by Regulation 40(3)).
 Preference Shares
 1.
    
    Pursuant to Regulation 16(2) of the Uncertificated Securities 1995 (the
Regulations), IT WAS RESOLVEDTHAT:




---



##### 



72 (a)
    
    title to the preference shares of £1 sterling each in the
capital of the Company (the Shares), in issue or be issued, may be
transferred by means of a relevant system (as defined in the Regulations);(b)
    
    such relevant system shall include the relevant system of which
CRESTCo Limited is to be the Operator (as defined in the Regulations);(c)
    
    the Shares shall not include any shares referred to in
Regulation 17; and(d)
    
    this resolution (the Resolution) shall become effective
immediately prior to CRESTCo Limited granting permission for the Shares to be
transferred by means of the CREST system.
 2.
    
    It was noted, upon the Resolution becoming effective in accordance with its
terms, and for as long as it is in force, the Articles of Association of the Company in
relation to the Shares will not apply to any uncertificated Shares to the extent that
they are in consistent with:-
 (a)
    
    the holding of any shares in Uncertificated form;(b)
    
    the transfer of title to any Shares by means of the CREST
system; and(c)
    
    any provision of the Regulations.
 3.
    
    There was produced to the meeting a copy of the notice of the Companys
intention to pass the Resolution which it was noted had been sent to every member of
the Companys Articles of Association and in satisfaction of the requirements of
Regulation 16(4) on 14th March 1996.4.
    
    IT WAS RESOLVEDthat a copy of the resolution in paragraph 1 above be forwarded
to the Registrar of Companies within 15 days of its passing, as required by section 380
of the Companies Act 1985 (as amended by Regulation 40(3)).




---



##### 



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




---



##### 



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




---



##### 



75   a.
    
    £708 million, this total is to be made up of not more than £33 million of ordinary shares and
not more than £675 million of preference shares; andb.
    
    US$10 million, this total is to be made up of not more than 1,000 million dollar preference shares.
           5 8




---



##### 



76 5 8
 5 8
 5 8
  5 8
 3 8
 3 8
 3 8
 3 8
  3 8




---



##### 



77  Special Resolutions
  -
    
    Abbey National may not buy more than 142,195,340 ordinary shares.-
    
    The lowest price Abbey National can pay for each ordinary share is 10 pence.-
    
    the highest price (not including expenses) Abbey National can pay for each
ordinary share is 5% over the average price of the middle market price of ordinary shares. This is based on the London Stock Exchange Daily Official List for the five
business days immediately before the day on which Abbey National buys the shares.-
    
    This authorisation will apply from the date of this AGM until the next AGM (or
until 26 October 2001 if the next AGM has not been held by then).-
    
    Abbey National may agree, before this authorisation ends, to buy back ordinary shares even though the purchase may be completed after this authorisation ends.
 5 8
 -
    
    Abbey National may buy up to 125 million 85/8 %
preference shares.-
    
    The lowest price which Abbey National can pay for each 8
5/8 % preference shares is 125 pence.-
    
    The highest price (not including expenses) which Abbey National can pay for
each 8 5/8 % preference share is 180 pence.-
    
    This authorisation will apply from the date of this AGM until the next AGM (or
until 26 October 2001 if the next AGM has not been held by then).-
    
    Abbey National may agree, before this authorisation ends, to buy back its own 8
5/8% preference shares even though the purchase may be completed
after this authorisation ends.
 3 8
 -
    
    Abbey National may buy up to 200 million 10 3/8 %
preference shares.-
    
    The lowest price which Abbey National can pay for each 10
3/8 preference share is 150 pence.




---



##### 



78 -
    
    The highest price (not including expenses) Abbey National can pay for each 10
3/8 % preference share is 215 pence.-
    
    This authorisation will apply from the date of this AGM until the next AGM (or
until 26 October 2001, if the next AGM has not been held by then).-
    
    Abbey National may agree, before this authorisation ends, to buy back its own
10 3/8 % preference shares even though the purchase may be
completed after this authorisation ends.
 
  
  




---



##### 



79   (7)
    
    To authorise Abbey National, without conditions, to buy back its own ordinary shares. The following
terms will apply:
 
    
    Abbey National may not buy more than 143,182,470 ordinary shares.
    
    The lowest price Abbey National can pay for each ordinary share is 10 pence.
    
    The highest price (not including expenses) Abbey National can pay for each ordinary
share is 5% over the average of the middle market price of ordinary shares. This is
based on the London Stock Exchange Daily Official List for the five business days
immediately before the day on which Abbey National buys the shares.
    
    This authorisation will apply from the date of this AGM until the next AGM (or until
25 October 2002, if the next AGM has not been held by then).
    
    Abbey National may agree, before this authorisation ends, to buy back ordinary shares even though the purchase may be completed after this authorisation ends.
  5 8
 
    
    Abbey National may buy up to 125 million 85/8% preference shares.
    
    The lowest price which Abbey National can pay for each 85/8% preference share is 96 pence.
    
    The highest price (not including expenses) which Abbey
National can pay for each 85/8% preference share is 144 pence.
    
    This authorisation will apply form the date of this AGM until the next AGM (or until
25 October 2002, if the next AGM has not been held by then).
    
    Abbey National may agree, before this authorisation ends, to buy back its own
85/8% preference shares even though the purchase may be
completed after this authorisation ends.
  3 8
 
    
    Abbey National may buy up to 200 million 103/8% preference shares.




---



##### 



80 
    
    The lowest price which Abbey National can pay for each 103/8% preference share is 114 pence.
    
    The highest price (not including expenses) which Abbey National can pay for each
103/8% preference share is 170 pence.
    
    This authorisation will apply from the date of this AGM until the next AGM (or until
25 October 2002, if the next AGM has not been held by then).
    
    Abbey National may agree, before this authorisation ends, to buy back its own
103/8% preference shares even though the purchase may
be completed after this authorisation ends.
  (9)
    
    To adopt (approve) new Articles of Association. These new Articles replace the existing Articles of Association. The new Articles are shown to the meeting and identified by the Chairmans signature.




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##### 



81 th
  -
    
    Abbey National may not buy more than 144,623,599 ordinary shares.
 -
    
    The lowest price Abbey National can pay for each ordinary share is 10 pence.
 -
    
    The highest price (not including expenses) Abbey National can pay for each ordinary share is 5% over the average price
of the middle market price of ordinary shares. This is based on the London Stock Exchange Daily Official List for the
five business days immediately before the day on which Abbey National buys the shares.
 -
    
    This authorisation will apply from the date of this AGM until the next AGM (or until 24 October 2003 if the next AGM
has not been held by then).
 -
    
    Abbey National may agree, before this authorisation ends, to buy back ordinary shares even though the purchase may be
completed after this authorisation ends.
 5 8
 -
    
    Abbey National may buy up to 125 million 85/8% preference shares.
 -
    
    The lowest price which Abbey National can pay for each 85/8%
preference shares is 100 pence.
 -
    
    The highest price (not excluding expenses) which Abbey National
can pay for each 85/8% preference share is 150 pence.
 -
    
    This authorisation will apply from the date of this AGM until the
next AGM (or until 24 October 2003 if the next AGM has not been
held by then).
 -
    
    Abbey National may agree, before the authorisation ends, to buy
back its own 85/8% preference shares even though the purchase may
be completed after this authorisation ends.
 3 8
 -
    
    Abbey National may buy up to 200 million 103/8% preference shares.
 -
    
    The lowest price which Abbey National can pay for each 103/8%
preference share is 119 pence.
 -
    
    The highest price (not excluding expenses) Abbey National can pay
for each 103/8% preference share is 179 pence.




---



##### 



82 -
    
    This authorisation will apply from the date of this AGM until the
next AGM (or until the 24 October 2003, if the next AGM has not
been held by then).
 -
    
    Abbey National may agree, before this authorisation ends, to buy
back its own 10 ? % preference shares even though the purchase may
be completed after this authorisation ends.
 th
 th
  -
    
    Abbey National may not buy more than 145,802,777 ordinary shares (representing 10% of the Companys ordinary share
capital in issue as at 17 February 2003).
 -
    
    The lowest price Abbey National can pay for each ordinary share is 10 pence.
 -
    
    The highest price (not including expenses) Abbey National can pay for each ordinary share is 5% over the average price
of the middle market price of ordinary shares. This is based on the London Stock Exchange Daily Official List for the
five business days immediately before the day on which Abbey National buys the shares.
 -
    
    This authorisation will apply from the date of this AGM until the next AGM (or until 23 October 2004 if the next AGM
has not been held by then).
 -
    
    Abbey National may agree, before this authorisation ends, to buy back ordinary shares even though the purchase may be
completed after this authorisation ends.
 5 8
 -
    
    Abbey National may buy up to 125 million 85/8% preference shares.
 -
    
    The lowest price which Abbey National can pay for each 85/8% preference shares is 87 pence.
 -
    
    The highest price (not excluding expenses) which Abbey National can pay for each 85/8% preference share is 144
pence.
 -
    
    This authorisation will apply from the date of this AGM until the next AGM (or until 23 October 2004 if the next AGM
has not been held by then).




---



##### 



83 -
    
    Abbey National may agree, before the authorisation ends, to buy back its own 8 ?% preference shares even though the
purchase may be completed after this authorisation ends.
 3 8
 -
    
    Abbey National may buy up to 200 million 103/8% preference shares.
 -
    
    The lowest price which Abbey National can pay for each 103/8%
preference share is 100 pence.
 -
    
    The highest price (not including expenses) Abbey National can pay
for each 10-3/8% preference share is 165 pence.
 -
    
    This authorisation will apply from the date of this AGM until the
next AGM (or until 23 October 2004, if the next AGM has not been
held by then).
 -
    
    Abbey National may agree, before this authorisation ends, to buy
back its own 103/8% preference shares even though the purchase may
be completed after this authorisation ends.




---



##### 



84 nd
   (a)
    
    £703,722,815, this total is to be made up of not more than £28,722,815 of ordinary shares and
not more than £675,000,000 of preference shares;(b)
    
    US$9,820,000, this total is to be made up of not more than 982,000,000 dollar preference shares; and(c)
    
    10,000,000, this total is to be made up of not more than 1,000,000,000 euro preference shares.
    -
    
    Abbey National plc may not buy more than 146,277,184 ordinary shares (representing 10% of the companys ordinary share
capital in issue as at 17 February 2004).
 -
    
    The lowest price Abbey National plc can pay for each ordinary share is 10 pence.
 -
    
    The highest price (not including expenses) Abbey National plc can pay for each ordinary share is 5% over the average of
the middle market price of ordinary shares. This is based on the Daily Official List published by the London Stock
Exchange plc for the five business days immediately before the day on which Abbey National plc buys the shares.
 -
    
    This authorisation will apply from the date of this AGM until the next AGM (or until 22 October 2005, if the next AGM
has not been held by then).
 -
    
    Abbey National plc may agree, before this authorisation ends, to buy back ordinary shares even though the purchase may
be completed after this authorisation ends.




---



##### 



85 5 8
 -
    
    Abbey National plc may buy up to 125,000,000 85/8% preference shares.
 -
    
    The lowest price which Abbey National plc can pay for each 85/8% preference share is 75% of the average of
the market values of the preference shares for the five business days before the purchase is made.
 -
    
    The highest price (not including expenses) which Abbey National plc can pay for each 85/8% preference share
is 125% of the average of the market values of the preference shares for the five business days before the purchase is
made.
 -
    
    This authorisation will apply from the date of this AGM until the next AGM (or until 22 October 2005 if the next AGM
has not been held by then).
 -
    
    Abbey National plc may agree, before this authorisation ends, to buy back its own 85/8% preference shares
even though the purchase may be completed after this authorisation ends.
 3 8
 -
    
    Abbey National plc may buy up to 200,000,000 103/8% preference shares.
 -
    
    The lowest price which Abbey National plc can pay for each 103/8% preference share is 75% of the average of
the market values of the preference shares for the five business days before the purchase is made.
 -
    
    The highest price (not including expenses) Abbey National plc can pay for each 103/8% preference share is
125% of the average of the market values of the preference shares for the five business days before the purchase is
made.
 -
    
    This authorisation will apply from the date of this AGM until the next AGM (or until 22 October 2005, if the next AGM
has not been held by then).
 -
    
    Abbey National plc may agree, before this authorisation ends, to buy back its own 103/8% preference shares
even though the purchase may be completed after this authorisation ends.




---



##### 



86 -
    
    Abbey National plc may buy up to 18,000,000 Series B preference shares.
 -
    
    The lowest price which Abbey National plc can pay for each Series B preference share is 75% of the average of the
market values of the preference shares for the five business days before the purchase is made.
 -
    
    The highest price (not including expenses) Abbey National plc can pay for each Series B preference share is 125%
of the average of the market values of the preference shares for the five business days before the purchase is
made.
 -
    
    This authorisation will apply from the date of this AGM until the next AGM (or until 22 October 2005, if the next
AGM has not been held by then).
 -
    
    Abbey National plc may agree, before this authorisation ends, to buy back its own Series B preference shares
even though the purchase may be completed after this authorisation ends.




---



##### 



87   (A)
    
    the scheme of arrangement dated 17 September 2004 (the Scheme) between the Company and
the Relevant Holders (both as defined in the Scheme), in its original form (a print of which
has been produced to this meeting and for the purposes of identification has been signed by
the Chairman of the meeting) subject to any modification, addition or condition (including,
without limitation, any modification or addition which represents an improvement in the value
and/or terms of the Acquisition to Holders of Scheme Shares (as determined by Morgan Stanley
& Co. Limited and the board of directors of the Company)) approved or imposed by the Court,
be approved and the directors of the Company be authorised to take all such action as they
consider necessary or appropriate for carrying the Scheme into effect;(B)
    
    for the purpose of giving effect to the Scheme in its original form or subject to any
modification, addition or condition (including, without limitation, any modification or
addition which represents an improvement in the value and/or terms of the Acquisition to
Holders of Scheme Shares (as determined by Morgan Stanley & Co. Limited and the board of
directors of the Company)) approved or imposed by the Court:
 (i)
    
    the share capital of the Company be reduced by cancelling the Scheme Shares (as
defined in the Scheme);(ii)
    
    forthwith and contingently upon the reduction of capital referred to in
sub-paragraph (i) above taking effect, the share capital of the Company be increased to
its former amount by the creation of such number of New Abbey Shares (as defined in the
Scheme) as is equal to the number of Scheme Shares cancelled pursuant to sub-paragraph
(i) above and having the same rights (as amended by this resolution) as the Scheme
Shares so cancelled; and(iii)
    
    forthwith and contingently on the reduction of capital referred to in
sub-paragraph (i) above taking effect, the reserve arising in the books of account of
the Company as a result of the said reduction of capital be capitalised and applied by
the Company in paying up in full at par all of the New Abbey Shares referred to in
sub-paragraph (ii) above, which shall be allotted and issued, credited as fully paid
up, to Banco Santander Central Hispano, S.A. (Banco Santander) in accordance with
the Scheme;
 (C)
    
    forthwith and contingently on the reduction of capital referred to in paragraph (B)(i) above
of this resolution taking effect, the directors of the Company be and they are hereby
generally and unconditionally authorised pursuant to and in accordance with section 80 of the
Companies Act 1985 to give effect to this resolution and accordingly to effect the allotment
of the New Abbey Shares referred to in paragraph (B)(ii) above, provided that (i) this
authority shall expire on the fifth anniversary of this resolution; (ii) the maximum nominal
amount of shares which may be allotted hereunder shall be £1,175,000,000; and (iii) this
authority shall be without prejudice to any other authority




---



##### 



88  (D)
    
    forthwith upon the passing of this resolution, the Articles of Association of the Company
shall be amended by the adoption and inclusion of the following new Article 5A:




---



##### 



89




---



##### 



90 st
   a)
    
    £701,410,636.40 this total is to be made up of not more
than 26,410,636.40 ordinary shares and not more than 675,000,000 of
preference shares.b)
    
    US$982,000,000 this total is to be made up for not more
than 982,000,000 dollar preference shares.c)
    
    10,000,000 this total is to be made up of not more
than 1,000,000,000 euro preference shares.
  SPECIAL RESOLUTIONS
  80.
    
    Unless otherwise determined by ordinary resolution of the
Company, the directors (disregarding alternate directors) shall be not less
than six in number. The board may from time to time fix and from time to time
vary a maximum number of directors.85.
    
    At the first annual general meeting and every subsequent
annual general meeting, all of the directors shall retire from office.86.
    
    This article has been intentionally left blank following deletion.108.
    
    The quorum necessary for the transaction of the business of
the board may be fixed by the board and, unless so fixed at any other number,
shall be two. Subject to the provisions of these articles, any director who
ceases to be a director at a board meeting may continue to be present and to
act as a director and be counted on the quorum until the termination of the
board meeting if no other director objects and if otherwise a quorum of
directors would not be present.




---



##### 



91 
  142.
    
    Subject to the provisions of the Companies Acts, the Company
may indemnify any director, alternate director, company secretary, senior
manager or other officer of the Company or any company in which the Company
has an interest, whether direct or indirect, or which is in any way allied to
or associated with the Company, or any subsidiary undertaking of the Company
or any such other company against any liability and purchase and maintain for
any director, alternate director, company secretary, senior manager or other
officer or auditor insurance against any liability. Subject to those
provisions, but without prejudice to any indemnity to which the person
concerned may otherwise be entitled, every director, alternate director,
company secretary, senior manager or other officer of the Company may, at the
discretion of the Board and on such terms as may be determined by the Board
from time to time
  -
    
    Abbey National plc may buy back up to 125,000,000 8
5/8 preference shares.-
    
    The lowest price which Abbey National plc can pay
for 8 5/8 preference shares is 75% of the average of the market values of
the preference shares for five business days before the purchase is made.-
    
    The highest price (not including expenses) which
Abbey National plc can pay for each 8 5/8% preference share is 125% of
the average of the market values of the preference shares for five
business days before the purchase is made.-
    
    This authorisation will apply from the date of this
AGM until the next AGM (or until 21 September 2006 if the next AGM has
not been held by then).-
    
    Abbey National plc may agree, before this
authorisation ends, to buy back its own 8 5/8% preference shares even
though the purchase maybe completed after this authorisation ends.
  -
    
    Abbey National plc may buy up to 200,000,000 10 3/8
preference shares.




---



##### 



92 
 -
    
    The lowest price which Abbey National plc can
pay for 10 3/8% preference shares is 75% of the average of the market
values of the preference shares for five business days before the
purchase is made.-
    
    The highest price (not including expenses) which
Abbey National plc can pay for each 10 3/8% preference share is 125% of
the average of the market values of the preference shares for five
business days before the purchase is made.-
    
    This authorisation will apply from the date of this
AGM until the next AGM (or until 21 September 2006 if the next AGM has
not been held by then).-
    
    Abbey National plc may agree, before this
authorisation ends, to buy back its own 10 3/8% preference shares even
though the purchase may be completed