Exhibit 4.6

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|                                   | Abbey National plc               
|---------------------------------- | ---------------------------------
|                                   |                                  
|                                   | Abbey House                      
|STRICTLY PRIVATE                   | 120 Grafton Gate East            
|ADDRESSEE ONLY                     | Milton Keynes                    
|Mrs Y Jetha                        | MK9 1AN                          
|Group IT & Infrastructure Director | Telephone 01908 343289           
|AH M4 02                           | Facsimile    01908 343687        
|                                   | E-mail jking1@abbeynational.co.uk
|                                   |                                  
|                                   | John King                        
|                                   | Corporate Development            
|                                   | & Resources Director             

JK/KB/11711th June, 2001



Dear Yasmin

Variation to your Contract of Employment

The Personnel and Remuneration Committee agreed
  to an amendment to the Executive Managers' Redundancy Agreement. Clause 12.2
  of your Contract of Employment sets out the terms which apply in the event of
  your redundancy and incorporates the Executive Managers' Redundancy Agreement.

I am enclosing a copy of the amended clause, Schedule
  2, which replaces the existing Clause 12.2 in your Contract effective from 1st
  March, 2000 and should be substituted for it. All other terms of your Contract
  of Employment remain the same.

Yours sincerely



John KingCorporate Development & Resources
  Director

Enc:



|The Abbey National Group comprises: Abbey
           National plc and its subsidiary group of companies.
        
      Abbey National plc. Registered office:
       Abbey House, Baker Street, London, NW1 6XL. Registered number: 2294747.

      Registered in England. | CPLH
      0254 (01/01)
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------

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SCHEDULE 2

STATEMENT OF TERMS APPLICABLE
       TO SENIOR EXECUTIVES AND
  EXECUTIVE MANAGERS OF ABBEY NATIONAL
  PLC IN THE EVENT OFINVOLUNTARY REDUNDANCY

|1. | Definition                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Abbey National plc
      ("the Company") adopts the definition of redundancy given in Section 136
      of the Employment Rights Act 1996 ("the Act"). Redundancy is there defined
      as a situation where:                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|2. | Measures to Avoid
      Redundancy                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | It is acknowledged
           that natural wastage can assist in the prevention of redundancy in some

      circumstances but the Company will make every effort  to avoid or reduce
           the need for redundancy where in itself natural wastage is insufficient.
      Every
              effort will also be made to re-deploy personnel affected by redundancy
               into suitable jobs. Due regard has to be given to the match between
              the
      skills
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

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|    | of the individual
      and the skill requirements of the new job and account taken of the possibility
      of retraining to effect a match. Other factors such as location and domestic
      arrangements may have to be considered.                                                                                                                                                                                                                                                                                                                                                                                                        
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|3.  | Terms of Severance                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|3.1 | The following terms
      are applied to those employees who leave the Company by way of redundancy.
      A person is redundant if he or she occupies a job which has been declared
      redundant and no suitable alternative employment has been offered. In these
      terms, "length of service" means the period of continuous employment as
      defined in the Act.                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|3.2 | The redundancy payment
      shall be equal to 3.25 x one week's pay for each completed year of service
      subject to:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | –                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | –                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | –                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|3.3 | Where an employee
      is not required to serve all or part of his contractual notice period, he
      shall (in addition to any payment under clause 3.2 above) receive a payment
      in lieu of notice (as defined in the Contract of Employment).                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|3.4 | Where the effective
      date of termination of employment falls within the twenty-four months prior
      to the employee's 60th birthday, the redundancy payment calculated under
      clause 3.2 shall be reduced by one twenty-fourth for each complete month
      worked by the employee during the said twenty four month period (e.g. where
      there are only two full months to the employee's 60th birthday, the redundancy
      payment shall be two twenty-fourths of the calculated amount), but subject
      to a minimum payment of not less than the amount to which the employee would
      be entitled under the Act.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

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|4. | Planning                                                                                                                                                                                                                                                                                        
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                 
|   | The
        Company recognises that consultations on the possibility of redundancy
         arising should take place as early as is practicable and that wherever
        possible
      this should be in advance of any legal commitment which might from time
         to time arise by law.
|   |                                                                                                                                                                                                                                                                                                 
|5. | Selection for
      Redundancy                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                 
|   | The following criteria
      will be borne in mind in the selection of people for redundancy:                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                 
|   | –                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                 
|   | –                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                 
|   | –                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                 
|   | –                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                 

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|6.  | Terms of Transfer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|6.1 | Where it is possible to transfer a person
      to avoid redundancy, provided that the person concerned has the necessary
      skills and potential to fill the job, this option will be used.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|6.2 | Where a post becomes redundant, the Company
      will seek to place the affected employee in a comparable alternative post.
      Where such post is offered the employee will not be regarded as being redundant
      and therefore will not be entitled to a redundancy payment on the terms
      set out in Clause 3 above. In deciding whether an alternative post is comparable,
      account will be taken of the location of the post and the nature and level
      of responsibilities.                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|6.3 | In some circumstances the Company may offer
      the employee an alternative post which, because of the location or nature
      of the duties, is not fully comparable with their previous role. In these
      cases the post will be offered on-the basis of a trial period. The length
      of the trial period shall be determined by the Company and shall be at least
      equivalent to the period of notice required under Section 86 of the Act,
      subject to a minimum of one month and a maximum of six months. At the end
      of the trial period, the Company or the employee shall have the right to
      terminate the contract and in such circumstances
      the employee shall retain the right to a severance payment as set out in
      Clause 3 above.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|6.4 | In the event of a person being offered,
      and accepting, a transfer to a lower grade post, the Company shall determine
      whether or not any salary reductions shall apply (and, if so, on what basis
      they shall take effect) and the basis on which general salary increases
      shall be calculated in respect of the new post.                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|6.5 | On transfer the employee shall receive a
      statement in writing of all aspects of the new post (e.g. what the work
      is, where it is located, the job grade of the post and the change in terms
      and conditions implied by the transfer).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

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|7.                                                                                                                                                                                                                                                                  | Mortgage Arrangements                                                                                                                                                                                                                                                                                                                                                                                                                  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                        
|7.1                                                                                                                                                                                                                                                                 | Where an employee who becomes redundant
      has a mortgage or part mortgage at a staff concessionary rate then that
      mortgage, or part mortgage, will continue at staff rate for six months in
      the case of a person who has less than two years of service and for one
      year in the case of a person who has two years or more of service.                                                                           
|                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                        
|7.2                                                                                                                                                                                                                                                                 | No decisions will be taken relating to the
      mortgage of a redundant employee without the involvement of the Human Resources
      Director.                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                        
|7.3                                                                                                                                                                                                                                                                 | In the event that the former employee moves
      house, either to take up new employment or to reduce the mortgage commitment,
      the Company will, after discussion with the individual, be prepared to consider
      varying its normal lending policies in respect of the size of the advance
      and the repayment arrangements.                                                                                            
|                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                        
|7.4                                                                                                                                                                                                                                                                 | Where a move is made for the reasons set
      out in Clause 7.3 above and for a period of less than two years from the
      date of expiry of the period of notice the Company will not charge a valuation
      fee for an advance on another property.                                                                                                                                                                             
|                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                        
|The provisions outlined
      in Clauses 7.1 to 7.4 above are not intended to be an exhaustive statement
      of the Company's policy or position but merely indicate areas in which
      the Company would offer assistance to employees affected by redundancy.
|                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                        
|8.                                                                                                                                                                                                                                                                  | Pension Arrangements                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(These
      provisions apply to members of the Abbey National Amalgamated Pension Scheme
      only)                                                                                                                                                              
|                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                        
|8.1                                                                                                                                                                                                                                                                 | Subject always to clause 8.2 below, employees
      who are made redundant and are 50 years of age or over may apply for early
      retirement. The Company will normally recommend to the trustees of the Pension
      Scheme that such requests be granted on the following basis and subject
      to any limits laid down by the Occupational Pensions Regulatory Authority,
      the Inland Revenue or the Rules of the Scheme:
|                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                        

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|    | 8.1.1                                                                                                                                                                                                                                                                                                                    | where the employee has less than five years'
      service, the normal terms of the Scheme will apply;                                                                                                                                                                                                                                                                                                                            
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | 8.1.2                                                                                                                                                                                                                                                                                                                    | where the employee has five years or over
      but less than ten years' service, one year will be added to their pensionable
      service and the actuarial reduction will be lessened by one year;                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | 8.1.3                                                                                                                                                                                                                                                                                                                    | where the employee has service of ten years
      or over, two years will be added to their pensionable service and the actuarial
      reduction will be lessened by two years.                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|8.2 | Clause 8.1 shall
      be subject to the following provisions:                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | 8.2.1                                                                                                                                                                                                                                                                                                                    | In all cases, the addition to service referred
      to in clause 8.1.2 and 8.1.3 shall not be greater than the employee's prospective
      service to his or her 60th birthday.                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | 8.2.2                                                                                                                                                                                                                                                                                                                    | Employees with thirty-three and a third years'
      service or more and employees with less than thirty-three and a third years'
      service who, through paying additional voluntary contributions, have achieved
      their maximum pension entitlement shall not have any more years added to
      their pensionable service or be entitled to any form of cash payment in
      lieu of the enhancements described above.
|    |                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | 8.2.3                                                                                                                                                                                                                                                                                                                    | The periods of one and two years respectively
      referred to in clauses 8.1.2 and 8.1.3 above (both with regard to addition
      to pensionable service and actuarial reduction) shall be reduced by any
      period of notice served by an employee under a contract of employment (whether
      actually worked or taken as garden leave).                                                                                
|    |                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|8.3 | People who opt
      for early retirement shall not forego payments to which they are entitled
      under Clause 3 above except in the circumstances set out in Clause 3.3.
      above.                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                         
|8.4 | A member of the
      Abbey National Amalgamated Pension Scheme who leaves the service of the
      Company by reason of redundancy and who neither takes an immediate pension
      nor receives a refund of contributions made to the Scheme will be entitled
      to a deferred pension commencing at his/her normal
|    |                                                                                                                                                                                                                                                                                                                         

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|   | pension date (as defined in the Rules of the
      Scheme) or to transfer his/her pension under the Rules of the Scheme. Any
      deferred pension will be calculated in accordance with the Rules of the
      Scheme and will be subject to increase throughout the period from the date
      of expiry of the period of notice to the Normal Pension Date. The increase
      will be calculated in accordance with the Rules of the Scheme and such legislative
      provisions as may be operative at the time.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|9. | Legal Rights                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | No employee shall forfeit any legal rights
      under these arrangements.                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

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CERTIFIED COPY

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DATED:           19
  JANUARY 2001





ABBEY NATIONAL plc
and
YASMIN JETHA





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CONTRACT OF EMPLOYMENT

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I certify this to be a true copy of the original 
  contract   Gwyn Malkin 
Solicitor

Group Legal Services Director 
Abbey National plc 21 February 2001


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INDEX





|Clause |  | Subject Matter                   | Page
|------ |  | -------------------------------- | ----
|       |  |                                  |     
|       |  |                                  |     
|1      |  | Title and Duration of Employment | 1   
|       |  |                                  |     
|2      |  | Duties                           | 1   
|       |  |                                  |     
|3      |  | Place and Hours of Work          | 2   
|       |  |                                  |     
|4      |  | Remuneration                     | 3   
|       |  |                                  |     
|5      |  | Pension                          | 3   
|       |  |                                  |     
|6      |  | Car                              | 3   
|       |  |                                  |     
|7      |  | Discretionary Benefits           | 4   
|       |  |                                  |     
|8      |  | Holidays                         | 4   
|       |  |                                  |     
|9      |  | Illness Pay                      | 5   
|       |  |                                  |     
|10     |  | Medical Examinations             | 5   
|       |  |                                  |     
|11     |  | Confidential Information         | 5   
|       |  |                                  |     
|12     |  | Termination of Employment        | 7   
|       |  |                                  |     
|13     |  | Miscellaneous                    | 10  
|       |  |                                  |     
|14     |  | Interpretation                   | 11  

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|CONTRACT OF EMPLOYMENT                                                                                              
|--------------------------------------------------------------------------------------------------------------------
|                                                                                                                    
|OF:                                                                                                                 
|                                                                                                                    
|TITLE:                                                                                                              
|                                                                                                                    
|DATED:                                                                                                              
|                                                                                                                    
|This Contract set out the terms
        on which Abbey National plc (“the Company” or “we” or “us”)
    employs you.
|                                                                                                                    

|1.  | Title and Duration of Employment                                                                                                                                                                                                                                                                                                                      
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                       
|1.1 | The Company will employ you, and you
        will work for us as Group IT and Infrastructure Director. We reserve
        the right at all times throughout your employment to amend your job title
        to take into account the changing needs of our business and your role
    within it.                                                      
|    |                                                                                                                                                                                                                                                                                                                                                       
|1.2 | Your employment as Group IT and Infrastructure
        Director commenced on 1st June, 2000 and will continue (subject to earlier
        termination as provided in clause 12 below) until terminated by either
        the Company’s giving you 12 months’ prior notice in writing
    or your giving the Company 6 months’ prior notice in writing.
|    |                                                                                                                                                                                                                                                                                                                                                       
|1.3 | Your continuous employment with the Company
        began on 17th
June,
1985.                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                       
|1.4 | The Company’s retirement age for
        both men and women is the first of the month following their 60th Birthday.
        Unless your employment has terminated at an earlier date, your employment
        will terminate without any further notice on
that date.                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                       
|2.  | Duties                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                       
|2.1 | You will at all times during your employment
        (unless prevented by incapacity) devote your whole time and attention
        exclusively to the business of the Company (and any Associated Company
        in which you are or may from time to time be involved) and perform such
    duties as the Board shall from time to time require.    



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|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 23 January 2001. You will receive a separate letter
    confirming that appointment.                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|2.4 | You may also be appointed as a Director
        of any Associated Company on such terms particular to that appointment
        which are additional to and not in substitution for the terms of this
    Contract as the Board may from time to time determine.                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|2.5 | You will not without the prior written
        consent of the Board be employed, engaged, concerned or interested or
        hold any directorships in any business or activity other than the business
        of the Company and its Associated Companies save as a registered holder
        of not more than 3% of any class of publicly quoted securities of any
    company.                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|2.6 | You will promptly disclose to us and
        keep confidential all inventions, copyright works, designs or technical
        know-how conceived or made by you alone or with others in the course
        of your employment. You will hold all such intellectual property in trust
        for the Company and will do everything necessary or desirable at our
        expense to vest the intellectual property fully in the Company and/or
        to secure patent or other appropriate forms of protection for the intellectual
    property. Decisions as to the protection or exploitation of any intellectual
    property shall be in the absolute discretion of the Company.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3.  | Place and Hours of Work                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3.1 | While your principal place of work will
        be at the Company’s office in Milton Keynes, 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.                                                                                                                                                                                                                                                                                                                                                                                                                           



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|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 £242,000
        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.                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                            
|4.3 | Your salary will be reviewed by the Remuneration
        Committee in or about December of each year when it may be adjusted dependent
        upon your performance during the year under review. Any such adjustments
        shall be implemented on or about the following January or such other
    time as the Board shall determine.
|    |                                                                                                                                                                                                                                                                                                                                            
|5.  | Pension                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                            
|    | You will be eligible to participate in the
        Company’s Pension Scheme subject to its Deed and rules from time
    to time.                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                            
|6.  | Car                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                            
|6.1 | Subject to your holding a current full
        driving licence for motor cars valid in the United Kingdom you are eligible
        to participate in the Company’s car scheme as separately defined
    and described.                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                            
|6.2 | Should you participate in the Company’s
    car scheme, you agree to comply with the terms of the scheme.                                                                                                                                                                                                                                  



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|7.  | Discretionary
    Benefits                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|7.1 | The Company also provides a number of
        discretionary benefits. The number and type of benefits may vary from
    time to time but they currently comprise                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|7.2 | 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.                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|8.  | Holidays                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|8.1 | In addition to normal Bank and public
        holidays, you are entitled to 29 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.                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|8.2 | 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 12 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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|9.   | Illness
    Pay                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|9.1  | 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.                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|9.2  | If you are absent from work due
        to illness, injury or other incapacity duly certified in accordance with
        the provisions
        of clause 9.1 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 entitled by
law.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.  | Medical Examinations                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     | During employment on an annual
        basis and/or at any intervening time and at the request and expense of
        the Company
        you will agree to be examined by a registered medical practitioner to
        be selected by the Company and permit the results to be made available
        to the Chairman of the Board or such other officer of the Company nominated
        by him.                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|11.  | Confidential Information                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|11.1 | You acknowledge:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            



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|11.2 | You agree that during the period
        of your employment by the Company you will:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|11.3 | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|11.4 | 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



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|     | equivalent level of confidentiality or in
        respect of which it owes an obligation of confidentiality to any third
    party                                                                                                                                                                                                                                       
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                          
|     | (i)                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                          
|     | (ii)                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                          
|11.5 | Each provision of this clause 11 is
        independent and severable from the remaining provisions and enforceable
        accordingly. If any provision of this clause 11 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.
|     |                                                                                                                                                                                                                                                                                                                                                                          
|11.6 | 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.       
|     |                                                                                                                                                                                                                                                                                                                                                                          
|12 . | Termination of Employment                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                          
|12.1 | 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)                                                                                                                                                                                                                                                                                                                                                                     



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|     | (iii)                                                                                                                                                                                                                                             | are convicted of any criminal offence
        which in the reasonable opinion of the Company is sufficiently serious
    in nature to warrant your immediate dismissal; or                                                                                                                                                                                                                             
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (iv)                                                                                                                                                                                                                                              | commit any act of dishonesty; or                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (v)                                                                                                                                                                                                                                               | become bankrupt or make any arrangement or
        composition with your creditors generally, suffer any execution against
    your effects or have an Administration Order made against you; or                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (vi)                                                                                                                                                                                                                                              | if you are disqualified from holding office
        in another company in which you are concerned or interested because of
    wrongful trading under the Insolvency Act 1986; or                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (vii)                                                                                                                                                                                                                                             | if you are convicted of an offence
        under the Companies Securities (Insider Dealing) Act 1985, or under any
        other present or future statutory enactment or regulations relating to
    insider dealings; or                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (viii)                                                                                                                                                                                                                                            | if you resign as a Director of the
        Company or any Associated Company (otherwise than at the request of the
        Company or by rotation in accordance with the Articles of Association
        of the Company or Associated Company) or otherwise through your own act
    or default cease to be a director of the Company or Associated Company.                                           
|     |                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                        
|12.2 | 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 in line with
    the Executive Manager’s Redundancy Agreement.
|     |                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                        
|12.3 | Upon termination of this contract (for
    whatever reason) you will, at the request of the Company,                                                                                                                                             
|     |                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (i)                                                                                                                                                                                                                                               | resign from office as a Director of the Company
        and of any Associated Companies without claim for compensation and, in
        the event of your failure to do so, the Company is hereby irrevocably
        authorised to appoint some person in your name and on your behalf to
        sign and deliver such resignation or resignations to the Company and
    to any Associated Companies;



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|     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | return all the Company’s or Associated
        Company’s documents, computer discs or tapes and all other property
        in your possession and control belonging to or containing any confidential
        information of the Company’s business which you have received as
    a Director.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                               
|12.4 | 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.                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                               
|12.5 | 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.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                               
|12.6 | If either you or the Company serves
        notice on the other to terminate your employment the Company may in its
        absolute discretion either pay you in lieu of notice or require you to
        take ‘garden leave’ for all or part of the remaining period
    of your employment.                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                               
|     | If you are asked to take garden leave you:                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                               
|     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | may not attend your place of work or
    any other premises of the Company or any Associated Company;                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                               
|     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | may be asked to resign immediately from
    any offices you hold as Director in the Company or any Associated Company:                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                               
|     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | may not be required to carry out duties
    during the remaining period of your employment;                                                                                                                                                                                                   



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|     | (iv)                                                                                                                                                                                                                                                                                                                                                                                              | must return to the Company all documents
        and other materials (including copies) belonging to the Company or Associated
    Companies containing Confidential Business Information;                                                                                                    
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                               
|     | (v)                                                                                                                                                                                                                                                                                                                                                                                               | may not without the prior written permission
        of the Company contact or attempt to contact any client, customer, supplier,
        agent, professional adviser, 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.                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                               
|13.  | Miscellaneous                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                               
|13.1 | The further particular terms of employment
    which must be given to you under the Employment Rights Act 1996 are:                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                               
|     | (i)                                                                                                                                                                                                                                                                                                                                                                                               | A Contracting-Out Certificate pursuant to
        the provisions of the Social Security Pensions Act 1975 is held by the
    Company in respect of your employment.                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                               
|     | (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
        of the Board 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.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|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.        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|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.                                                                                                                                                                                                                                                                                                                                                                                                                   



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|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.



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



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