Exhibit 4.1

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|                           |  |                                
|-------------------------- |  | -------------------------------
|                           |  |                                
|                           |  | Abbey National
    plc         
|                           |  |                                
|                           |  | Abbey House                    
|15th November 2001         |  | Baker Street                   
|                           |  | London
    NW1 6XL             
|                           |  | Telephone
    0870 607 6000    
|                           |  | Direct
    Line 0207 612 4114  
|                           |  | Facsimile
    0207 612 4472    
|                           |  | E-mail
    KSWoodleyl@cs.com   
|                           |  |                                
|Lord
    Burns,            |  |                                
|13
          North
Avenue, |  | Keith
            S Woodley FCA
|Ealing,                    |  | Deputy
          Chairman      
|London
    W13 8AP.        |  |                                

|                                                                                                                 
|-----------------------------------------------------------------------------------------------------------------
|                                                                                                                 
|Dear
       Lord Burns,                                                                                          
|                                                                                                                 
|I
      write to confirm the terms of your appointment as non-executive Chairman
    of the Board of the Company.
|                                                                                                                 
|1.                                                                                                               
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|2.                                                                                                               
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|The
         Abbey National Group comprises Abbey National plc and its subsidiary
    group of companies.        

|Abbey
          National plc. Registered office: Abbey House, Baker Street, London,
          NW16XL. Registered
    number: 2294747. Registered in England. | CPLH
    0332 (6/99)
|------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------------------

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|   |                                                         | (iii)                                                                                                                                                                                                                                                                                                                                      | comply with the Financial Services Authority Statement of Accountabilities
    issued to you as a non-executive director and Code of Approved Persons.                                                                                                                                                                                                                                                      
|-- | ------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                         |                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                             
|3. | Remuneration                                           
|   |                                                         |                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                             
|   | With
    effect from 1 December 2001, the Company will:
|   |                                                         |                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Fees:                                                  
|   |                                                         |                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                             
|   | (A)                                                     | pay
      you fees of £330,000 for your services per annum or such higher amount
      as the Company may from time to time determine and notify to you in writing.
      You will be paid monthly in arrears. Your remuneration will be reviewed
      on 1 January in each subsequent year. The first review will be 1 January
    2003.
|   |                                                         |                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Expenses:                                              
|   |                                                         |                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                             
|   | (B)                                                     | reimburse
      you for all reasonable travelling, hotel and incidental expenses which
    you may incur in performing your duties.                                                                                                                                                                                                       
|   |                                                         |                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Medical
    Insurance:                                 
|   |                                                         |                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                             
|   | (C)                                                     | contribute
      50% of the cost of your membership for you and your wife to participate
    in the Abbey National Group BUPA Scheme.                                                                                                                                                                                                     
|   |                                                         |                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                             
|4. | Confidentiality                                        
|   |                                                         |                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                             
|   | (A)                                                     | Confidential Information:                                                                                                                                                                                                                                                                                                                 
|   |                                                         |                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                         | You
    shall not, either during the term of your appointment or afterwards:                                                                                                                                                                                                                                                              
|   |                                                         |                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                         | (i)                                                                                                                                                                                                                                                                                                                                        | use to
      the detriment or prejudice of the Group or divulge or communicate to any
      person any trade secret or any other confidential information concerning
      the business or affairs of the Company or the Group (except to employees
      or directors of the Group whose province it is to know the same) which
    may have come to your knowledge during the term of your appointment; or
|   |                                                         |                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                         | (ii)                                                                                                                                                                                                                                                                                                                                       | use
      for your own purpose or for any purposes other than those of the Group
      any
      information or knowledge of a confidential nature which you may from time
      to time acquire in relation to any member of the Group. This restriction
      shall cease to apply to any information or knowledge which may come into
    the public domain (except through your default).               
|   |                                                         |                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                             
|   | (B)                                                     | Other
    Appointments or Interests:                                                                                                                                                                                                                                                                                                      
|   |                                                         |                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                         | You
    shall not, during the term of your appointment as Chairman:                                                                                                                                                                                                                                                                       
|   |                                                         |                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                         | (i)                                                                                                                                                                                                                                                                                                                                        | be
        or become a chairman or director or employee or agent of any company
    or enterprise, or                                                                                                                                                                                                                                                                                                       
|   |                                                         |                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                             

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|   |                            | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                    | take
      on any other external appointment (which for the avoidance of doubt includes
    the Voluntary Sector or HM Government), or                                               
|-- | -------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                            |                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                      
|   |                            | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                   | have
      or acquire any material financial interest in any company or enterprise
      which competes with or is likely to compete with any part of the business
      of the Group
|   |                            |                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                      
|   |                            | without
    prior writen consent of the Board.                                                                                                                                                                                                                                                                                                                                                                         
|   |                            |                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                      
|   | (C)                        | Company Papers:                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                            |                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | (i)                        | You shall promptly
       whenever requested by the Company and in any event upon your ceasing to
       be Chairman of the Company deliver up to the Company all correspondence
       and all other documents, papers and records which may have been prepared
       by you or have come into your possession as a director of the Company
       (hereinafter called 'Company Papers'. You shall not retain copies.
|   |                            |                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | (ii)                       | Title and copyright in the Company Papers shall vest in the Company at all times.                                                                                                                                                                                                                                                                                                                                      
|   |                           
|5. | Termination of Appointment
|   |                            |                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | (1)                        | Your appointment shall be                                                                                                                                                                                                                                                                                                                                                                                              
|   |                            |                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | (A)                        | terminated by the Board immediately on the earliest of:-                                                                                                                                                                                                                                                                                                                                                               
|   |                            |                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | (i)                        | your ceasing to be a director for any reason pursuant to the Articles or any other applicable law; or                                                                                                                                                                                                                                                                                                                  
|   |                            |                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | (ii)                       | gross misconduct, criminal conviction
      (other than for a road traffic offence), bankruptcy or loss of Approved
    Persons Status by the Financial Services Authority; or                                                                                                                                                                                                                                         
|   |                            |                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | (iii)                      | failure to
       be re-elected on retirement by rotation at any subsequent annual general
    meeting, at which you are required to retire by rotation; or                                                                                                                                                                                                                                                            
|   |                            |                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | (B)                        | terminated on 12 months notice given by the Board at any time as the Board shall consider expedient in the circumstances to do so. The Company at its discretion will pay you a sum equivalent to the period of notice given by way of compensation or ask you to serve out the full period of notice.                                                                                                                 
|   |                            |                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | (2)                        | You can terminate your
       appointment on giving the Company 6 months written notice. You will continue
       to be paid fees for your services during this notice period.                                                                                                                                                                                                                                         
|   |                           
|6. | General:                  
|   |                            |                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | (A)                        | Directors'
    and Officers' Insurance                                                                                                                                                                                                                                                                                                                                                                                 
|   |                            |                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                            | The Company has taken out insurance cover for directors' and officers' liabilities. Full details of such cover can be obtained from the Director and Secretary.                                                                                                                                                                                                                                                        

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|   | (B)                                   | Corporate Facilities                                                                                                                                                                                                                                                   
|-- | ------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                       |                                                                                                                                                                                                                                                                        
|   |                                       | You
      will be provided with an office and the services of a personal secretary
      at one of the Company's offices and such other additional support (secretarial,
    technical and travel) as shall be agreed from time to time.                               
|   |                                       |                                                                                                                                                                                                                                                                        
|   | (C)                                   | Guidance
    and Regulations                                                                                                                                                                                                                                           
|   |                                       |                                                                                                                                                                                                                                                                        
|   |                                       | Guidance
      and details of the way in which you may need to take independent professional
      advice at the Company's expense are available from the Secretary as well
      as copies of the various regulations and Codes mentioned in paragraph 2(B)
    above.
|   |                                       |                                                                                                                                                                                                                                                                        
|7. | Definitions                          
|   |                                       |                                                                                                                                                                                                                                                                        
|   | Any
    reference in this letter to:-

|                                                                                                                |                      |                                                                                                                                    
|--------------------------------------------------------------------------------------------------------------- | -------------------- | -----------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                | the "Articles"       | means the Articles
    of Association from time to time of the Company;                                                            
|                                                                                                                |                      |                                                                                                                                    
|                                                                                                                | the "Board"          | means
    the Board of Directors from time to time of the Company;                                                                 
|                                                                                                                |                      |                                                                                                                                    
|                                                                                                                | the "Company"        | means
    Abbey National plc                                                                                                       
|                                                                                                                |                      |                                                                                                                                    
|                                                                                                                | the "Companies Acts" | means
          every statute from time to time in force concerning companies insofar
    as it applies to the Company; and        
|                                                                                                                |                      |                                                                                                                                    
|                                                                                                                | the "Group"          | means the Company
        and any subsidiary or subsidiary undertaking (both as defined in the
    Companies Act 1985, as amended).
|                                                                                                                |                      |                                                                                                                                    
|Kindly
          sign and return the duplicate copy of this letter by way of acceptance
          of its terms.
|                                                                                                                |                      |                                                                                                                                    
|Yours
    sincerely,                                                                                           
|                                                                                                                |                      |                                                                                                                                    
|                                                                                                                |                      |                                                                                                                                    
|                                                                                                                |                     
|Keith
    Woodley,                                                                                             
|Deputy
    Chairman for Abbey National plc.                                                                    
|                                                                                                                |                      |                                                                                                                                    
|                                                                                                                |                      |                                                                                                                                    
|                                                                                                                |                      |                                                                                                                                    
|I
    accept the terms of appointment as set out above.                                                        
|                                                                                                                |                      |                                                                                                                                    
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