Exhibit 4.7

---





Back to Contents



CONTRACT OF EMPLOYMENT

|OF:    | ANGUS PORTER                                           
|------ | -------------------------------------------------------
|       |                                                        
|TITLE: | EXECUTIVE DIRECTOR, HEAD OF CUSTOMER
      PROPOSITIONS
|       |                                                        
|DATED: | 03 April 2003                                          

This Contract set out
  the terms on which Abbey National plc ("the Company" or "we" or "us") employs
  you.

|1.  | Title and Duration of Employment                                                                                                                                                                                                                                                                       
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                        
|1.1 | The Company will employ you,
      and you will work for us as Executive Director, Head of Customer Propositions.
      We reserve the right at all times throughout your employment to amend your
      job title to take into account the changing needs of our business and your
    role within it.
|    |                                                                                                                                                                                                                                                                                                        
|1.2 | Your employment as Executive Director,
      Head of Customer Propositions will begin on 1 July 2003 and will continue
      (subject to earlier termination as provided in clause 11 below) until terminated
    either by you or by the Company, as follows:                                         
|    |                                                                                                                                                                                                                                                                                                        
|    | 1.2.2                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                        
|    | 1.2.3                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                        
|1.3 |                                                                                                                                                                                                                                                                                                        

1

---



Back to Contents



|1.4 | The Company's retirement age for both men
      and women is the first of the month following their 65th Birthday. Unless
      your employment has terminated at an earlier date, your employment will
      terminate without any further notice on that date.                                                                                                                      
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                       
|2.  | Duties                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                       
|2.1 | You will at all times during your employment
      (unless prevented by incapacity) devote your whole time and attention exclusively
      to the business of the Company (and any Associated Company in which you
      are or may from time to time be involved) and perform such duties as the
      Board shall from time to time require.                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                       
|2.2 | You are responsible to the Board for the execution
      of agreed policies and for effective management of the Company towards the
      achievement of objectives agreed with the Board from time to time.                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                       
|2.3 | Subject to the Companies Act 1985 (and any
      Statutory Instruments made thereunder) and the Memorandum and Articles of
      Association of the Company, you will be a member of the Board of Directors
      with effect from 1 July 2003. You will receive a separate letter confirming
      that appointment.                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                       
|2.4 | You may also be appointed as a Director of
      any Associated Company on such terms particular to that appointment which
      are additional to and not in substitution for the terms of this Contract
      as the Board may from time to time determine.                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                       
|2.5 | You will not without the prior written
        consent of the Board be employed, engaged, concerned or interested or
        hold any directorships in any business or activity other than the business
        of the Company and its Associated Companies save as a registered holder
        of not more than 3% of any class of publicly quoted securities of any
        company.

2

---





Back to Contents



|2.6 | You will promptly disclose to us and keep
      confidential all inventions, copyright works, designs or technical know-how
      conceived or made by you alone or with others in the course of your employment.
      You will hold all such intellectual property in trust for the Company and
      will do everything necessary or desirable at our expense to vest the intellectual
      property fully in the Company and/or to secure patent or other appropriate
      forms of protection for the intellectual property. Decisions as to the
      protection or exploitation of any intellectual property shall be in the
      absolute discretion of the Company.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|3.  | Place and Hours of Work                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|3.1 | While your principal place of work will be
        at the Company's office in London, you will work at and/or travel to
        such places (inside or outside the United Kingdom) as your duties or
      the Board may require from time to time.                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|3.2 | You will work such hours (including as a minimum
      the normal office hours of 9.00 a.m. to 5.00 p.m. Monday to Friday inclusive
      at your place of work) as are needed for the proper performance of your
      duties. You will not be entitled to additional pay for overtime.                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|4.  | Remuneration                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|4.1 | You will be paid an annual salary of £450,000.00
      which shall accrue daily and is payable by equal monthly instalments on
      or about the 19th day of each month by credit transfer to an account with
      the Company or to another suitable bank account nominated by you.                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|4.2 | Your salary is deemed to include any fees
      receivable for holding any office of Director in the Company or its Associated
      Companies.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                



3


---



Back to Contents



|5.  | PensionThe Company shall pay 35% of your annual salary payable
      monthly in lieu of pension and death-in-service benefit. Such payments shall
      be made to you direct and/or to any pension or investment plan as you shall
      direct from time to time. This may include the Company's Staff Stakeholder
      Pension Scheme. In the event that there is any material change to the Company's
      pension arrangements for members of the Board, the payment shall be re-negotiated
      in good faith between you and the Company.                      
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|6.  | Discretionary Benefits                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|6.1 | From
        time to time the Company may decide to offer Executive Management and
        Executive Committee Bonus Schemes and make bonus payments under them
        at its discretion. The terms of any such Schemes will be advised to eligible
      employees at the time that they are made available                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|6.2 | These
        benefits do not form part of your contractual terms. Whether the Board
      may grant, vary or withdraw any or all is within its absolute discretion.                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|7.  | Holidays                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|7.1 | In
        addition to normal Bank and public holidays, you are entitled to 30 working
        days holiday in each year from January to December to be taken at such
        time or times as are agreed with the Chief Executive. You will not, without
        the consent of the Chief Executive, carry forward any unused part of
      your holiday entitlement to a subsequent year.                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|7.2 | For
        the year during which your appointment commences or terminates, your
        holiday entitlement will be calculated pro rata to the number of complete
        months of your employment by the Company during that year. On termination
        of your appointment (unless you have been summarily dismissed under clause
        11 below) you will, either, be entitled to pay in lieu of outstanding
        holiday entitlement or be required to repay to the Company any salary
      received for holiday taken in excess of your actual entitlement

4

---



Back to Contents



|8.   | Illness Pay                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|8.1  | If
        you are unavoidably absent from work due to illness, injury or other
        incapacity, you will report this fact to the Company before 12 noon,
        where practicable, on the first day of absence and thereafter in accordance
        with the self-certification and Statutory Sick Pay Regulations a copy
      of which is available for inspection from the Personnel Department.                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|8.2  | If
        you are absent from work due to illness, injury or other incapacity duly
        certified, in accordance with the provisions of clause 8.1 above, you
        will be paid your normal rate of pay for the first six months and half
        rate of normal salary during the next six months in accordance with Statutory
        Sick Pay Regulations provided that such remuneration shall be inclusive
        of any Statutory Sick Pay to which you are entitledby
      law.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|9.   | Medical Examinations                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | During employment
        on an annual basis and/or at any intervening time and at the request
        and expense of the Company you will agree to be examined by a registered
        medical practitioner to be selected by the Company and permit the results
        to be made available to the Chairman of the Board or such other officer
      of the Company nominated by him.                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10.  | Confidential
      Information                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10.1 | You
      acknowledge:                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

5

---



Back to Contents



|     | (iii)                                                                                                                                                                                                | that your duties as an employee
      include, without limitation, a duty of trust and confidence and a duty to
      act at all times in the best interests of the Company.                                                                                                                                                                                                                    
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                     
|10.2 | You agree that during
      the period of your employment by the Company you will:                                                                                                                  
|     |                                                                                                                                                                                                     
|     | (i)                                                                                                                                                                                                  | abide by any Company policy which
      may be issued from time to time;                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (ii)                                                                                                                                                                                                 | not directly or indirectly disclose
      to any person, firm or company or use other than for any legitimate purposes
      of the Company or Associated Company any Confidential Business Information;                                                                                                                                                                                        
|     |                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (iii)                                                                                                                                                                                                | return to the Company upon request
        and, in any event, on termination of your employment, all documents,
        computer discs and tapes and other tangible items in your possession
        or under your control which belong to the Company or any Associated Company
      which contain or refer to any Confidential Business Information;                                         
|     |                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (iv)                                                                                                                                                                                                 | if so requested by the Company,
      delete all Confidential Business Information from any computer discs, tapes
      or other reusable material in your possession or under your custody or control
      and destroy all other documents and tangible items in your possession or
      under your custody or control which contain or refer to any Confidential
      Business Information.
|     |                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                 
|10.3 | You agree that you
        will not at any time after termination of your employment disclose to
        any person, firm or company, or make use of, any Confidential Business
        Information.
|     |                                                                                                                                                                                                     

6

---



Back to Contents



|10.4 | For the purposes
      of this paragraph, "Confidential Business Information" shall mean all and
      any information (whether or not recorded in documentary form or on computer
      disc or tape) relating to the business methods, corporate plans, management
      systems, finances or financial affairs, maturing new business opportunities
      or research and development projects of the Company or any Associated Company
      and trade secrets, secret formulae, processes, inventions, designs, know-how
      discoveries, technical specifications and other technical information relating
      to the creation, production or supply of any past, present or future product
      or service of the Company or any Associated Company and other information
      to which the Company or any Associated Company attaches an equivalent level
      of confidentiality or in respect of which it owes an obligation of confidentiality
      to any third party
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|10.5 | Each provision of
        this clause 10 is independent and severable from the remaining provisions
        and enforceable accordingly. If any provision of this clause 10 shall
        be unenforceable for any reason but would be enforceable if part of its
        wording were deleted it shall apply with such deletions as may be necessary
      to make it enforceable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|10.6 | You will comply
        (and ensure that your spouse and any minor children comply) with all
        applicable rules of law or codes, London Stock Exchange regulations and
        any code of conduct of the Company from time to time in force in relation
        to dealings in shares, debentures or other securities of the Company
      or any Associated Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

7

---



Back to Contents



|11.  | Termination of
      Employment                                                                                                                
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                
|11.1 | The Company can
        dismiss you without prior notice or pay in lieu (and you will not be
      entitled to compensation or damages) if you:
|     |                                                                                                                                                
|     | (i)                                                                                                                                            
|     |                                                                                                                                                
|     | (ii)                                                                                                                                           
|     |                                                                                                                                                
|     | (iii)                                                                                                                                          
|     |                                                                                                                                                
|     | (iv)                                                                                                                                           
|     |                                                                                                                                                
|     | (v)                                                                                                                                            
|     |                                                                                                                                                
|     | (vi)                                                                                                                                           
|     |                                                                                                                                                
|     | (vii)                                                                                                                                          
|     |                                                                                                                                                
|     | (viii)                                                                                                                                         
|     |                                                                                                                                                

8

---



Back to Contents



|11.2 | If your employment
      is terminated by reason of redundancy (as defined under the Employment Rights
      Act 1996) you will be entitled to a redundancy payment calculated under
      the provisions of that Act.                                                                                                                                                                                                                                                                                                     
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|11.3 | Upon termination
        of this contract (for whatever reason) you will, at the request of the
      Company,                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|11.4 | Notwithstanding
        the termination of this Contract, its terms shall remain in full force
        and effect to the extent that and in respect of any of your obligations
        which are expressed to operate after termination or are of a continuing
      nature and may be enforced against you accordingly.                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|11.5 | If your employment
        under this contract is terminated by reason of the liquidation of the
        Company for the purpose of reconstruction or amalgamation and you are
        offered employment with any concern or undertaking resulting from the
        reconstruction or amalgamation on terms and conditions no less favourable
        than the terms of this Contract then you shall have no claim against
        the Company in respect of the termination of your employment under this
      Contract.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|11.6 | If you serve notice
        on the Company to terminate your employment (other than as a result of
        the Company's breach of contract) the Company may in its absolute discretion
        pay you the Relevant Termination Payment in lieu of notice or require
        you to take 'garden leave' during the remaining period of your employment
        (up to a maximum of three months) and a commensurately reduced Relevant
      Termination Payment.                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

9

---



Back to Contents



|11.7 | If (other than under
      clause 11.1 of this contract) the Company serves notice on you to terminate
      your employment, the Company shall pay you the Relevant Termination Payment
      in lieu of notice or require you to take 'garden leave' during the remaining
      period of your employment (up to a maximum of three months) and a commensurately
      reduced Relevant Termination Payment;                                                                                                                                                                                                                                                                                                                                                              
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|11.8 | For the purpose
        of this clause, the "Relevant Termination Payment" shall mean the amount
        of your total remuneration for the notice period, which shall include
        gross salary, pension contributions (under clause 5), and all other benefits
        and a pro-rata bonus (calculated by reference to the average of bonuses
        paid to you in the two years immediately prior to termination or (if
        termination occurs in the first two years of this Contract) by reference
        to the average percentage bonuses paid to Board members in the previous
        two years) for the whole of the applicable notice period (reduced by
        up to a maximum of three months if you shall be required to take garden
      leave).
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|11.9 | If you are asked
      to take garden leave you:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     | (v)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

10

---



Back to Contents



|     | During any period of garden leave
      you will continue to receive your full salary and benefits.                                                                                                                                                                                                                                                                                        
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                            
|12.  | Financial Services and Markets
      Act 2000                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                            
|     | You will comply with any individual
      Statement of Regulatory Accountability under the Financial Services and
      Markets Act 2000 which may be issued to you by the Company. This Statement
      sets out the particular duties and responsibilities which you have under
      that Act and with which you are required to comply.                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                            
|13.  | Miscellaneous                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                            
|13.1 | The further particular terms of
      employment which must be given to you under the Employment Rights Act 1996
      are:                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                            
|     | (i)                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                            
|     | (ii)                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                            
|13.2 | This Contract and the documents
      referred to sets out the entire agreement and understanding between you
      and the Company and is, subject to the provisions under clause 1.3 relating
      to continuity of employment, in substitution for any previous contracts
      of employment or for services, all of which are deemed to have been terminated
      by mutual consent.
|     |                                                                                                                                                                                                                                                                                                                                                                                            
|13.3 | Your terms and conditions of employment
      are reviewed by the Remuneration Committee from time to time. You will be
      notified in writing by the Company of any changes to these terms and conditions.                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                            

11

---



Back to Contents



|13.4 | The
      Company will reimburse to you all travelling, hotel, entertainment and other
      expenses reasonably incurred by you in the proper performance of your duties
      subject to your complying with Company guidelines issued from time to time
      in this respect and to the production to the Company of such vouchers or
      other evidence of actual payment of the expenses as the Company may reasonably
      require.                                      
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|13.5 | We
        will issue you with a charge or credit card which you must only use for
    Company and Associated Company business purposes.                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|13.6 | Any
      notice given under this contract must be in writing. If you wish to terminate
      your employment, notice will be regarded as properly served if you give
      it to the Chief Executive or send it by post to the Chief Executive at the
      Company's registered office. If the Company wishes to terminate your employment,
      notice will be regarded as served if given to you personally or if sent
      by prepaid post to your last known home address. 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|13.7 | Save
      and except to the extent that they are varied or superseded by this Contract
      (which shall take precedence in the event of any conflict) you will comply
      with the Policy Statements and Codes of Conduct set out in Part 2 of the
      Company's Employee Handbook (as from time to time amended).                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|14.  | Interpretation                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|14.1 | Any
      reference in this Contract to any Act or legislation made under any Act
      shall include any statutory modification or re-enactment of it or the provision
      referred to.                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|14.2 | "Associated
      Company" means a subsidiary and any other company which is for the time
      being a holding company of the Company or another subsidiary of any such
      holding company and the expressions "subsidiary company" and "holding company"
      shall have the meaning given to them under Section 736 of the Companies
      Act 1985, or such other company or joint venture arrangement in which the
      Company has or from time to time has an interest.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

12

---



Back to Contents



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

13

---



Back to Contents

|                                                                                                                             |  |  | 
|---------------------------------------------------------------------------------------------------------------------------- |  |  | 
|                                                                                                                             |  | 
|                                                                                                                             |  | 
|                                                                                                                             |  | 
|The
      Common Seal of ABBEY NATIONAL plc
Was hereunto affixed by Order of theBoard
      of Directors in the presence of: |  | 
|                                                                                                                             | 
|                                                                                                                             |  |  | 
|                                                                                                                             |  |  | 
|                                                                                                                             |  |  | 
|                                                                                                                             |  |  | 
|                                                                                                                            





14



---