Exhibit 4.4

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CONTRACT
  OF EMPLOYMENT

|OF:    | Tony Wyatt                                     
|------ | -----------------------------------------------
|       |                                                
|TITLE: | Executive Director, Head of Customer Operations
|       |                                                
|DATED: | 15 August 2003                                 
|       |                                                

|This Contract set
         out the terms on which Abbey National plc ("the Company" or "we" or "us")
          employs you.
|---------------------------------------------------------------------------------------------------------------------------
|                                                                                                                           
|1.                                                                                                                         
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|1.1                                                                                                                        
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|1.2                                                                                                                        
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|1.3                                                                                                                        



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|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.                                                                                                      
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|    |                                                                                                                                                                                                                                                                                                                                                                       
|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 September 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.



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|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.
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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|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 £400,000.00
      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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    



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|5.  | Pension                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | The 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.



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|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 on a confidential basis to the Chairman of the Board or
        such  other officer of the Company nominated by him and such disclosures
        will
      be subject to your rights under the Access to Medical Reports Act 1988.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10.  | Confidential
      Information                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10.1 | You acknowledge:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            



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|     | (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.



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|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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     



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|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)                                                                                                                                       



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|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 without prejudice to your other rights under
      this Agreement.                                                                                                                                                                                                                 
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|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.                           



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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 



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|     |                                                                                                                                                                                                                                                                                                                                                                                             | broker or banker
      of the Company or any Associated Company or any employee of the Company
      or any Associated Company.                                                                
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                
|     | 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)                                                                                                                                                                                                                                                                                                                                                                                         | Membership of the Abbey National
         Staff Stakeholder Pension Scheme can be used by you to contract out
        of the
      State Earnings Related Pension Scheme if you so wish,       
|     |                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                
|     | (ii)                                                                                                                                                                                                                                                                                                                                                                                        | Any disciplinary or grievance
      matter between you and the Company will be dealt with between you and the
      Chief Executive or such other director as the Chief Executive may nominate.
|     |                                                                                                                                                                                                                                                                                                                                                                                            
|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.                                                                                                                                                                       





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|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.     



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|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.



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





Executed as
  a Deed by Tony Wyatt







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