Exhibit 10.3


                            Agreed Form Cover Sheet

                              dated 18 May 2007,

attaching:

1.    the form of 1992 ISDA Master Agreement (Multicurrency -- Cross Border);

2.    the Agreed Form Schedule thereto (Sidley, Austin document number:
      1675619 v.4);

3.    the form of 1995 ISDA Credit and Support Annex (Bilateral Form -
      Transfer) (the "CSA pre-printed form") forming part of the Schedule; and

4.    the Agreed Form Paragraph 11 (Sidley Austin document number: 1682929v.4)
      to the CSA pre-printed form,

between

(1)   CREDIT SUISSE INTERNATIONAL; and

(2)   GRANITE MASTER ISSUER plc, and

signed for the purpose of identification by:

/s/ PB                                  /s/ Ulrike Schefe
--------------------------------------------------------------------------------
Parminder Bains                         Ulrike Schefe
Vice President                          Authorised Signatory
CREDIT SUISSE INTERNATIONAL

on 18 May 2007; and

/s/ Sidley Austin (UK) LLP
--------------------------
SIDLEY AUSTIN (UK) LLP

on 18 May 2007.


<PAGE>


(Multicurrency -- Cross Border)

                                    ISDA(R)

                 International Swap Dealers Association, Inc.

                               MASTER AGREEMENT

         dated as of the Effective Date specified in the Confirmation

Credit Suisse International                        Granite Master Issuer plc
("Party A")                          and           ("Party B")
----------------------------                       ----------------------------

have entered and/or anticipate entering into one or more transactions (each a
"Transaction") that are or will be governed by this Master Agreement, which
includes the schedule (the "Schedule"), and the documents and other confirming
evidence (each a "Confirmation") exchanged between the parties confirming
those Transactions.

Accordingly, the parties agree as follows: --

1.    Interpretation

(a) Definitions. The terms defined in Section 14 and in the Schedule will have
the meanings therein specified for the purpose of this Master Agreement.

(b) Inconsistency. In the event of any inconsistency between the provisions of
the Schedule and the other provisions of this Master Agreement, the Schedule
will prevail. In the event of any inconsistency between the provisions of any
Confirmation and this Master Agreement (including the Schedule), such
Confirmation will prevail for the purpose of the relevant Transaction.

(c) Single Agreement. All Transactions are entered into in reliance on the
fact that this Master Agreement and all Confirmations form a single agreement
between the parties (collectively referred to as this "Agreement"), and the
parties would not otherwise enter into any Transactions.

2.    Obligations

(a) General Conditions.

      (i) Each party will make each payment or delivery specified in each
      Confirmation to be made by it, subject to the other provisions of this
      Agreement.

      (ii) Payments under this Agreement will be made on the due date for
      value on that date in the place of the account specified in the relevant
      Confirmation or otherwise pursuant to this Agreement, in freely
      transferable funds and in the manner customary for payments in the
      required currency. Where settlement is by delivery (that is, other than
      by payment), such delivery will be made for receipt on the due date in
      the manner customary


<PAGE>


      for the relevant obligation unless otherwise specified in the relevant
      Confirmation or elsewhere in this Agreement.

      (iii) Each obligation of each party under Section 2(a)(i) is subject to
      (1) the condition precedent that no Event of Default or Potential Event
      of Default with respect to the other party has occurred and is
      continuing, (2) the condition precedent that no Early Termination Date
      in respect of the relevant Transaction has occurred or been effectively
      designated and (3) each other applicable condition precedent specified
      in this Agreement.

(b) Change of Account. Either party may change its account for receiving a
payment or delivery by giving notice to the other party at least five Local
Business Days prior to the scheduled date for the payment or delivery to which
such change applies unless such other party gives timely notice of a
reasonable objection to such change.

(c) Netting. If on any date amounts would otherwise be payable:

      (i) in the same currency; and

      (ii) in respect of the same Transaction,

by each party to the other, then, on such date, each party's obligation to
make payment of any such amount will be automatically satisfied and discharged
and, if the aggregate amount that would otherwise have been payable by one
party exceeds the aggregate amount that would otherwise have been payable by
the other party, replaced by an obligation upon the party by whom the larger
aggregate amount would have been payable to pay to the other party the excess
of the larger aggregate amount over the smaller aggregate amount.

The parties may elect in respect of two or more Transactions that a net amount
will be determined in respect of all amounts payable on the same date in the
same currency in respect of such Transactions, regardless of whether such
amounts are payable in respect of the same Transaction. The election may be
made in the Schedule or a Confirmation by specifying that subparagraph (ii)
above will not apply to the Transactions identified as being subject to the
election, together with the starting date (in which case subparagraph (ii)
above will not, or will cease to, apply to such Transactions from such date).
This election may be made separately for different groups of Transactions and
will apply separately to each pairing of Offices through which the parties
make and receive payments or deliveries.

(d) Deduction or Withholding for Tax.

      (i) Gross-Up. All payments under this Agreement will be made without any
      deduction or withholding for or on account of any Tax unless such
      deduction or withholding is required by any applicable law, as modified
      by the practice of any relevant governmental revenue authority, then in
      effect. If a party is so required to deduct or withhold, then that party
      ("X") will:--

            (1) promptly notify the other party ("Y") of such requirement;


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<PAGE>


            (2) pay to the relevant authorities the full amount required to be
            deducted or withheld (including the full amount required to be
            deducted or withheld from any additional amount paid by X to Y
            under this Section 2(d)) promptly upon the earlier of determining
            that such deduction or withholding is required or receiving notice
            that such amount has been assessed against Y;

            (3) promptly forward to Y an official receipt (or a certified
            copy), or other documentation reasonably acceptable to Y,
            evidencing such payment to such authorities; and

            (4) if such Tax is an Indemnifiable Tax, pay to Y, in addition to
            the payment to which Y is otherwise entitled under this Agreement,
            such additional amount as is necessary to ensure that the net
            amount actually received by Y (free and clear of Indemnifiable
            Taxes, whether assessed against X or Y) will equal the full amount
            Y would have received had no such deduction or withholding been
            required. However, X will not be required to pay any additional
            amount to Y to the extent that it would not be required to be paid
            but for:

                  (A) the failure by Y to comply with or perform any agreement
                  contained in Section 4(a)(i), 4(a)(iii) or 4(d); or

                  (B) the failure of a representation made by Y pursuant to
                  Section 3(f) to be accurate and true unless such failure
                  would not have occurred but for (I) any action taken by a
                  taxing authority, or brought in a court of competent
                  jurisdiction, on or after the date on which a Transaction is
                  entered into (regardless of whether such action is taken or
                  brought with respect to a party to this Agreement) or (II) a
                  Change in Tax Law

      (ii) Liability. If: --

            (1) X is required by any applicable law, as modified by the
            practice of any relevant governmental revenue authority, to make
            any deduction or withholding in respect of which X would not be
            required to pay an additional amount to Y under Section
            2(d)(i)(4);

            (2) X does not so deduct or withhold; and

            (3) a liability resulting from such Tax is assessed directly
            against X,

         then, except to the extent Y has satisfied or then satisfies the
         liability resulting from such Tax, Y will promptly pay to X the
         amount of such liability (including any related liability for
         interest, but including any related liability for penalties only if Y
         has failed to comply with or perform any agreement contained in
         Section 4(a)(i), 4(a)(iii) or 4(d)).

(e) Default Interest; Other Amounts. Prior to the occurrence or effective
designation of an Early Termination Date in respect of the relevant
Transaction, a party that defaults in the performance of any payment
obligation will, to the extent permitted by law and subject to Section 6(c),
be required to pay interest (before as well as after judgment) on the overdue
amount


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<PAGE>


to the other party on demand in the same currency as such overdue amount, for
the period from (and including) the original due date for payment to (but
excluding) the date of actual payment, at the Default Rate. Such interest will
be calculated on the basis of daily compounding and the actual number of days
elapsed. If, prior to the occurrence or effective designation of an Early
Termination Date in respect of the relevant Transaction, a party defaults in
the performance of any obligation required to be settled by delivery, it will
compensate the other party on demand if and to the extent provided for in the
relevant Confirmation or elsewhere in this Agreement.

3. Representations

Each party represents to the other party (which representations will be deemed
to be repeated by each party on each date on which a Transaction is entered
into and, in the case of the representations in Section 3(f), at all times
until the termination of this Agreement) that:

(a) Basic Representations.

      (i) Status. It is duly organised and validly existing under the laws of
      the jurisdiction of its organisation or incorporation and, if relevant
      under such laws, in good standing;

      (ii) Powers. It has the power to execute this Agreement and any other
      documentation relating to this Agreement to which it is a party, to
      deliver this Agreement and any other documentation relating to this
      Agreement that it is required by this Agreement to deliver and to
      perform its obligations under this Agreement and any obligations it has
      under any Credit Support Document to which it is a party and has taken
      all necessary action to authorise such execution, delivery and
      performance;

      (iii) No Violation or Conflict. Such execution, delivery and performance
      do not violate or conflict with any law applicable to it, any provision
      of its constitutional documents, any order or judgment of any court or
      other agency of government applicable to it or any of its assets or any
      contractual restriction binding on or affecting it or any of its assets;

      (iv) Consents. All governmental and other consents that are required to
      have been obtained by it with respect to this Agreement or any Credit
      Support Document to which it is a party have been obtained and are in
      full force and effect and all conditions of any such consents have been
      complied with; and

      (v) Obligations Binding. Its obligations under this Agreement and any
      Credit Support Document to which it is a party constitute its legal,
      valid and binding obligations, enforceable in accordance with their
      respective terms (subject to applicable bankruptcy, reorganisation,
      insolvency, moratorium or similar laws affecting creditors' rights
      generally and subject, as to enforceability, to equitable principles of
      general application (regardless of whether enforcement is sought in a
      proceeding in equity or at law))

(b) Absence of Certain Events. No Event of Default or Potential Event of
Default or, to its knowledge, Termination Event with respect to it has
occurred and is continuing and no such event or circumstance would occur as a
result of its entering into or performing its obligations under this Agreement
or any Credit Support Document to which it is a party.


                                      4
<PAGE>


(c) Absence of Litigation. There is not pending or, to its knowledge,
threatened against it or any of its Affiliates any action, suit or proceeding
at law or in equity or before any court, tribunal, governmental body, agency
or official or any arbitrator that is likely to affect the legality, validity
or enforceability against it of this Agreement or any Credit Support Document
to which it is a party or its ability to perform its obligations under this
Agreement or such Credit Support Document.

(d) Accuracy of Specified Information. All applicable information that is
furnished in writing by or on behalf of it to the other party and is
identified for the purpose of this Section 3(d) in the Schedule is, as of the
date of the information, true, accurate and complete in every material
respect.

(e) Payer Tax Representation. Each representation specified in the Schedule as
being made by it for the purpose of this Section 3(e) is accurate and true.

(f) Payee Tax Representations. Each representation specified in the Schedule
as being made by it for the purpose of this Section 3(f) is accurate and true.

4. Agreements

Each party agrees with the other that, so long as either party has or may have
any obligation under this Agreement or under any Credit Support Document to
which it is a party:

(a) Furnish Specified Information. It will deliver to the other party or, in
certain cases under subparagraph (iii) below, to such government or taxing
authority as the other party reasonably directs:

      (i) any forms, documents or certificates relating to taxation specified
      in the Schedule or any Confirmation;

      (ii) any other documents specified in the Schedule or any Confirmation;
      and

      (iii) upon reasonable demand by such other party, any form or document
      that may be required or reasonably requested in writing in order to
      allow such other party or its Credit Support Provider to make a payment
      under this Agreement or any applicable Credit Support Document without
      any deduction or withholding for or on account of any Tax or with such
      deduction or withholding at a reduced rate (so long as the completion,
      execution or submission of such form or document would not materially
      prejudice the legal or commercial position of the party in receipt of
      such demand), with any such form or document to be accurate and
      completed in a manner reasonably satisfactory to such other party and to
      be executed and to be delivered with any reasonably required
      certification,

in each case by the date specified in the Schedule or such Confirmation or, if
none is specified, as soon as reasonably practicable.

(b) Maintain Authorisations. It will use all reasonable efforts to maintain in
full force and effect all consents of any governmental or other authority that
are required to be obtained by it


                                      5
<PAGE>


with respect to this Agreement or any Credit Support Document to which it is a
party and will use all reasonable efforts to obtain any that may become
necessary in the future.

(c) Comply with Laws. It will comply in all material respects with all
applicable laws and orders to which it may be subject if failure so to comply
would materially impair its ability to perform its obligations under this
Agreement or any Credit Support Document to which it is a party.

(d) Tax Agreement. It will give notice of any failure of a representation made
by it under Section 3(f) to be accurate and true promptly upon learning of
such failure.

(e) Payment of Stamp Tax. Subject to Section 11, it will pay any Stamp Tax
levied or imposed upon it or in respect of its execution or performance of
this Agreement by a jurisdiction in which it is incorporated, organised,
managed and controlled, or considered to have its seat, or in which a branch
or office through which it is acting for the purpose of this Agreement is
located ("Stamp Tax Jurisdiction") and will indemnify the other party against
any Stamp Tax levied or imposed upon the other party or in respect of the
other party's execution or performance of this Agreement by any such Stamp Tax
Jurisdiction which is not also a Stamp Tax Jurisdiction with respect to the
other party.

5. Events of Default and Termination Events

(a) Events of Default. The occurrence at any time with respect to a party or,
if applicable, any Credit Support Provider of such party or any Specified
Entity of such party of any of the following events constitutes an event of
default (an "Event of Default") with respect to such party:

      (i) Failure to Pay or Deliver. Failure by the party to make, when due,
      any payment under this Agreement or delivery under Section 2(a)(i) or
      2(e) required to be made by it if such failure is not remedied on or
      before the third Local Business Day after notice of such failure is
      given to the party;

      (ii) Breach of Agreement. Failure by the party to comply with or perform
      any agreement or obligation (other than an obligation to make any
      payment under this Agreement or delivery under Section 2(a)(i) or 2(e)
      or to give notice of a Termination Event or any agreement or obligation
      under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied with or
      performed by the party in accordance with this Agreement if such failure
      is not remedied on or before the thirtieth day after notice of such
      failure is given to the party;

      (iii) Credit Support Default.

            (1) Failure by the party or any Credit Support Provider of such
            party to comply with or perform any agreement or obligation to be
            complied with or performed by it in accordance with any Credit
            Support Document if such failure is continuing after any
            applicable grace period has elapsed;


                                      6
<PAGE>


            (2) the expiration or termination of such Credit Support Document
            or the failing or ceasing of such Credit Support Document to be in
            full force and effect for the purpose of this Agreement (in either
            case other than in accordance with its terms) prior to the
            satisfaction of all obligations of such party under each
            Transaction to which such Credit Support Document relates without
            the written consent of the other party; or

            (3) the party or such Credit Support Provider disaffirms,
            disclaims, repudiates or rejects, in whole or in part, or
            challenges the validity of, such Credit Support Document;

      (iv) Misrepresentation. A representation (other than a representation
      under Section 3(e) or (f)) made or repeated or deemed to have been made
      or repeated by the party or any Credit Support Provider of such party in
      this Agreement or any Credit Support Document proves to have been
      incorrect or misleading in any material respect when made or repeated or
      deemed to have been made or repeated;

      (v) Default under Specified Transaction. The party, any Credit Support
      Provider of such party or any applicable Specified Entity of such party
      (1) defaults under a Specified Transaction and, after giving effect to
      any applicable notice requirement or grace period, there occurs a
      liquidation of, an acceleration of obligations under, or an early
      termination of, that Specified Transaction, (2) defaults, after giving
      effect to any applicable notice requirement or grace period, in making
      any payment or delivery due on the last payment, delivery or exchange
      date of, or any payment on early termination of, a Specified Transaction
      (or such default continues for at least three Local Business Days if
      there is no applicable notice requirement or grace period) or (3)
      disaffirms, disclaims, repudiates or rejects, in whole or in part, a
      Specified Transaction (or such action is taken by any person or entity
      appointed or empowered to operate it or act on its behalf);

      (vi) Cross Default. If "Cross Default" is specified in the Schedule as
      applying to the party, the occurrence or existence of (1) a default,
      event of default or other similar condition or event (however described)
      in respect of such party, any Credit Support Provider of such party or
      any applicable Specified Entity of such party under one or more
      agreements or instruments relating to Specified Indebtedness of any of
      them (individually or collectively) in an aggregate amount of not less
      than the applicable Threshold Amount (as specified in the Schedule)
      which has resulted in such Specified Indebtedness becoming, or becoming
      capable at such time of being declared, due and payable under such
      agreements or instruments, before it would otherwise have been due and
      payable or (2) a default by such party, such Credit Support Provider or
      such Specified Entity (individually or collectively) in making one or
      more payments on the due date thereof in an aggregate amount of not less
      than the applicable Threshold Amount under such agreements or
      instruments (after giving effect to any applicable notice requirement or
      grace period);

      (vii) Bankruptcy. The party, any Credit Support Provider of such party
      or any applicable Specified Entity of such party: --


                                      7
<PAGE>


            (1) is dissolved (other than pursuant to a consolidation,
            amalgamation or merger); (2) becomes insolvent or is unable to pay
            its debts or fails or admits in writing its inability generally to
            pay its debts as they become due; (3) makes a general assignment,
            arrangement or composition with or for the benefit of its
            creditors; (4) institutes or has instituted against it a
            proceeding seeking a judgment of insolvency or bankruptcy or any
            other relief under any bankruptcy or insolvency law or other
            similar law affecting creditors' rights, or a petition is
            presented for its winding-up or liquidation, and, in the case of
            any such proceeding or petition instituted or presented against
            it, such proceeding or petition (A) results in a judgment of
            insolvency or bankruptcy or the entry of an order for relief or
            the making of an order for its winding-up or liquidation or (B) is
            not dismissed, discharged, stayed or restrained in each case
            within 30 days of the institution or presentation thereof; (5) has
            a resolution passed for its winding-up, official management or
            liquidation (other than pursuant to a consolidation, amalgamation
            or merger); (6) seeks or becomes subject to the appointment of an
            administrator, provisional liquidator, conservator, receiver,
            trustee, custodian or other similar official for it or for all or
            substantially all its assets; (7) has a secured party take
            possession of all or substantially all its assets or has a
            distress, execution, attachment, sequestration or other legal
            process levied, enforced or sued on or against all or
            substantially all its assets and such secured party maintains
            possession, or any such process is not dismissed, discharged,
            stayed or restrained, in each case within 30 days thereafter; (8)
            causes or is subject to any event with respect to it which, under
            the applicable laws of any jurisdiction, has an analogous effect
            to any of the events specified in clauses (1) to (7) (inclusive);
            or (9) takes any action in furtherance of, or indicating its
            consent to, approval of, or acquiescence in, any of the foregoing
            acts; or

      (viii) Merger Without Assumption. The party or any Credit Support
      Provider of such party consolidates or amalgamates with, or merges with
      or into, or transfers all or substantially all its assets to, another
      entity and, at the time of such consolidation, amalgamation, merger or
      transfer: --

            (1) the resulting, surviving or transferee entity fails to assume
            all the obligations of such party or such Credit Support Provider
            under this Agreement or any Credit Support Document to which it or
            its predecessor was a party by operation of law or pursuant to an
            agreement reasonably satisfactory to the other party to this
            Agreement; or

            (2) the benefits of any Credit Support Document fail to extend
            (without the consent of the other party) to the performance by
            such resulting, surviving or transferee entity of its obligations
            under this Agreement.

      (b) Termination Events. The occurrence at any time with respect to a
      party or, if applicable, any Credit Support Provider of such party or
      any Specified Entity of such party of any event specified below
      constitutes an Illegality if the event is specified in (i) below, a Tax
      Event if the event is specified in (ii) below or a Tax Event Upon Merger
      if the event is specified in (iii) below, and, if specified to be
      applicable, a Credit Event Upon Merger if the event is specified


                                      8
<PAGE>


      pursuant to (iv) below or an Additional Termination Event if the event
      is specified pursuant to (v) below:

      (i) Illegality. Due to the adoption of, or any change in, any applicable
      law after the date on which a Transaction is entered into, or due to the
      promulgation of, or any change in, the interpretation by any court,
      tribunal or regulatory authority with competent jurisdiction of any
      applicable law after such date, it becomes unlawful (other than as a
      result of a breach by the party of Section 4(b)) for such party (which
      will be the Affected Party): --

            (1) to perform any absolute or contingent obligation to make a
            payment or delivery or to receive a payment or delivery in respect
            of such Transaction or to comply with any other material provision
            of this Agreement relating to such Transaction; or

            (2) to perform, or for any Credit Support Provider of such party
            to perform, any contingent or other obligation which the party (or
            such Credit Support Provider) has under any Credit Support
            Document relating to such Transaction;

      (ii) Tax Event. Due to (x) any action taken by a taxing authority, or
      brought in a court of competent jurisdiction, on or after the date on
      which a Transaction is entered into (regardless of whether such action
      is taken or brought with respect to a party to this Agreement) or (y) a
      Change in Tax Law, the party (which will be the Affected Party) will, or
      there is a substantial likelihood that it will, on the next succeeding
      Scheduled Payment Date (1) be required to pay to the other party an
      additional amount in respect of an Indemnifiable Tax under Section
      2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii)
      or 6(e)) or (2) receive a payment from which an amount is required to be
      deducted or withheld for or on account of a Tax (except in respect of
      interest under Section 2(e), 6(d)(ii) or 6(e)) and no additional amount
      is required to be paid in respect of such Tax under Section 2(d)(i)(4)
      (other than by reason of Section 2(d)(i)(4)(A) or (B));

      (iii) Tax Event Upon Merger. The party (the "Burdened Party") on the
      next succeeding Scheduled Payment Date will either (1) be required to
      pay an additional amount in respect of an Indemnifiable Tax under
      Section 2(d)(i)(4) (except in respect of interest under Section 2(e),
      6(d)(ii) or 6(e)) or (2) receive a payment from which an amount has been
      deducted or withheld for or on account of any Indemnifiable Tax in
      respect of which the other party is not required to pay an additional
      amount (other than by reason of Section 2(d)(i)(4)(A) or (B)), in either
      case as a result of a party consolidating or amalgamating with, or
      merging with or into, or transferring all or substantially all its
      assets to, another entity (which will be the Affected Party) where such
      action does not constitute an event described in Section 5(a)(viii);

      (iv) Credit Event Upon Merger. If "Credit Event Upon Merger" is
      specified in the Schedule as applying to the party, such party ("X"),
      any Credit Support Provider of X or any applicable Specified Entity of X
      consolidates or amalgamates with, or merges with or into, or transfers
      all or substantially all its assets to, another entity and such action
      does not constitute an event described in Section 5(a)(viii) but the
      creditworthiness of the


                                      9
<PAGE>


      resulting, surviving or transferee entity is materially weaker than that
      of X, such Credit Support Provider or such Specified Entity, as the case
      may be, immediately prior to such action (and, in such event, X or its
      successor or transferee, as appropriate, will be the Affected Party); or

      (v) Additional Termination Event. If any "Additional Termination Event"
      is specified in the Schedule or any Confirmation as applying, the
      occurrence of such event (and, in such event, the Affected Party or
      Affected Parties shall be as specified for such Additional Termination
      Event in the Schedule or such Confirmation).

(c) Event of Default and Illegality. If an event or circumstance which would
otherwise constitute or give rise to an Event of Default also constitutes an
Illegality, it will be treated as an Illegality and will not constitute an
Event of Default.

6. Early Termination

(a) Right to Terminate Following Event of Default. If at any time an Event of
Default with respect to a party (the "Defaulting Party") has occurred and is
then continuing, the other party (the "Non-defaulting Party") may, by not more
than 20 days notice to the Defaulting Party specifying the relevant Event of
Default, designate a day not earlier than the day such notice is effective as
an Early Termination Date in respect of all outstanding Transactions. If,
however, "Automatic Early Termination" is specified in the Schedule as
applying to a party, then an Early Termination Date in respect of all
outstanding Transactions will occur immediately upon the occurrence with
respect to such party of an Event of Default specified in Section
5(a)(vii)(1), (3), (5), (6) or, to the extent analogous thereto, (8), and as
of the time immediately preceding the institution of the relevant proceeding
or the presentation of the relevant petition upon the occurrence with respect
to such party of an Event of Default specified in Section 5(a)(vii)(4) or, to
the extent analogous thereto, (8).

(b) Right to Terminate Following Termination Event.

      (i) Notice. If a Termination Event occurs, an Affected Party will,
      promptly upon becoming aware of it, notify the other party, specifying
      the nature of that Termination Event and each Affected Transaction and
      will also give such other information about that Termination Event as
      the other party may reasonably require.

      (ii) Transfer to Avoid Termination Event. If either an Illegality under
      Section 5(b)(i)(1) or a Tax Event occurs and there is only one Affected
      Party, or if a Tax Event Upon Merger occurs and the Burdened Party is
      the Affected Party, the Affected Party will, as a condition to its right
      to designate an Early Termination Date under Section 6(b)(iv), use all
      reasonable efforts (which will not require such party to incur a loss,
      excluding immaterial, incidental expenses) to transfer within 20 days
      after it gives notice under Section 6(b)(i) all its rights and
      obligations under this Agreement in respect of the Affected Transactions
      to another of its Offices or Affiliates so that such Termination Event
      ceases to exist.

      If the Affected Party is not able to make such a transfer it will give
      notice to the other party to that effect within such 20 day period,
      whereupon the other party may effect such


                                      10
<PAGE>


      a transfer within 30 days after the notice is given under Section
      6(b)(i).Any such transfer by a party under this Section 6(b)(ii) will be
      subject to and conditional upon the prior written consent of the other
      party, which consent will not be withheld if such other party's policies
      in effect at such time would permit it to enter into transactions with
      the transferee on the terms proposed.

      (iii) Two Affected Parties. If an Illegality under Section 5(b)(i)(I) or
      a Tax Event occurs and there are two Affected Parties, each party will
      use all reasonable efforts to reach agreement within 30 days after
      notice thereof is given under Section 6(b)(i) on action to avoid that
      Termination Event.

      (iv) Right to Terminate. If: --

            (1) a transfer under Section 6(b)(ii) or an agreement under
            Section 6(b)(iii), as the case may be, has not been effected with
            respect to all Affected Transactions within 30 days after an
            Affected Party gives notice under Section 6(b)(i); or

            (2) an Illegality under Section 5(b)(i)(2), a Credit Event Upon
            Merger or an Additional Termination Event occurs, or a Tax Event
            Upon Merger occurs and the Burdened Party is not the Affected
            Party,

      either party in the case of an Illegality, the Burdened Party in the
      case of a Tax Event Upon Merger, any Affected Party in the case of a Tax
      Event or an Additional Termination Event if there is more than one
      Affected Party, or the party which is not the Affected Party in the case
      of a Credit Event Upon Merger or an Additional Termination Event if
      there is only one Affected Party may, by not more than 20 days notice to
      the other party and provided that the relevant Termination Event is then
      continuing, designate a day not earlier than the day such notice is
      effective as an Early Termination Date in respect of all Affected
      Transactions.

(c) Effect of Designation.

      (i) If notice designating an Early Termination Date is given under
      Section 6(a) or (b), the Early Termination Date will occur on the date
      so designated, whether or not the relevant Event of Default or
      Termination Event is then continuing.

      (ii) Upon the occurrence or effective designation of an Early
      Termination Date, no further payments or deliveries under Section
      2(a)(i) or 2(e) in respect of the Terminated Transactions will be
      required to be made, but without prejudice to the other provisions of
      this Agreement. The amount, if any, payable in respect of an Early
      Termination Date shall be determined pursuant to Section 6(e).

(d) Calculations.

      (i) Statement. On or as soon as reasonably practicable following the
      occurrence of an Early Termination Date, each party will make the
      calculations on its part, if any, contemplated by Section 6(e) and will
      provide to the other party a statement (1) showing, in reasonable
      detail, such calculations (including all relevant quotations and
      specifying


                                      11
<PAGE>


      any amount payable under Section 6(e)) and (2) giving details of the
      relevant account to which any amount payable to it is to be paid. In the
      absence of written confirmation from the source of a quotation obtained
      in determining a Market Quotation, the records of the party obtaining
      such quotation will be conclusive evidence of the existence and accuracy
      of such quotation.

      (ii) Payment Date. An amount calculated as being due in respect of any
      Early Termination Date under Section 6(e) will be payable on the day
      that notice of the amount payable is effective (in the case of an Early
      Termination Date which is designated or occurs as a result of an Event
      of Default) and on the day which is two Local Business Days after the
      day on which notice of the amount payable is effective (in the case of
      an Early Termination Date which is designated as a result of a
      Termination Event). Such amount will be paid together with (to the
      extent permitted under applicable law) interest thereon (before as well
      as after judgment) in the Termination Currency, from (and including) the
      relevant Early Termination Date to (but excluding) the date such amount
      is paid, at the Applicable Rate. Such interest will be calculated on the
      basis of daily compounding and the actual number of days elapsed.

(e) Payments on Early Termination. If an Early Termination Date occurs, the
following provisions shall apply based on the parties' election in the
Schedule of a payment measure, either "Market Quotation" or "Loss", and a
payment method, either the "First Method" or the "Second Method". If the
parties fail to designate a payment measure or payment method in the Schedule,
it will be deemed that "Market Quotation" or the "Second Method", as the case
may be, shall apply. The amount, if any, payable in respect of an Early
Termination Date and determined pursuant to this Section will be subject to
any Set-off.

      (i) Events of Default. If the Early Termination Date results from an
      Event of Default:--

            (1) First Method and Market Quotation. If the First Method and
            Market Quotation apply, the Defaulting Party will pay to the
            Non-defaulting Party the excess, if a positive number, of (A) the
            sum of the Settlement Amount (determined by the Non-defaulting
            Party) in respect of the Terminated Transactions and the
            Termination Currency Equivalent of the Unpaid Amounts owing to the
            Non-defaulting Party over (B) the Termination Currency Equivalent
            of the Unpaid Amounts owing to the Defaulting Party.

            (2) First Method and Loss. If the First Method and Loss apply, the
            Defaulting Party will pay to the Non-defaulting Party, if a
            positive number, the Non-defaulting Party's Loss in respect of
            this Agreement.

            (3) Second Method and Market Quotation. If the Second Method and
            Market Quotation apply, an amount will be payable equal to (A) the
            sum of the Settlement Amount (determined by the Non-defaulting
            Party) in respect of the Terminated Transactions and the
            Termination Currency Equivalent of the Unpaid Amounts owing to the
            Non-defaulting Party less (B) the Termination Currency Equivalent
            of the Unpaid Amounts owing to the Defaulting Party. If that
            amount


                                      12
<PAGE>


            is a positive number, the Defaulting Party will pay it to the
            Non-defaulting Party; if it is a negative number, the
            Non-defaulting Party will pay the absolute value of that amount to
            the Defaulting Party.

            (4) Second Method and Loss. If the Second Method and Loss apply,
            an amount will be payable equal to the Non-defaulting Party's Loss
            in respect of this Agreement. If that amount is a positive number,
            the Defaulting Party will pay it to the Non-defaulting Party; if
            it is a negative number, the Non-defaulting Party will pay the
            absolute value of that amount to the Defaulting Party.

      (ii) Termination Events. If the Early Termination Date results from a
      Termination Event: --

            (1) One Affected Party. If there is one Affected Party, the amount
            payable will be determined in accordance with Section 6(e)(i)(3),
            if Market Quotation applies, or Section 6(e)(i)(4), if Loss
            applies, except that, in either case, references to the Defaulting
            Party and to the Non-defaulting Party will be deemed to be
            references to the Affected Party and the party which is not the
            Affected Party, respectively, and, if Loss applies and fewer than
            all the Transactions are being terminated, Loss shall be
            calculated in respect of all Terminated Transactions.

            (2) Two Affected Parties. If there are two Affected Parties: --

                  (A) if Market Quotation applies, each party will determine a
                  Settlement Amount in respect of the Terminated Transactions,
                  and an amount will be payable equal to (I) the sum of (a)
                  one-half of the difference between the Settlement Amount of
                  the party with the higher Settlement Amount ("X") and the
                  Settlement Amount of the party with the lower Settlement
                  Amount ("Y") and (b) the Termination Currency Equivalent of
                  the Unpaid Amounts owing to X less (II) the Termination
                  Currency Equivalent of the Unpaid Amounts owing to Y; and

                  (B) if Loss applies, each party will determine its Loss in
                  respect of this Agreement (or, if fewer than all the
                  Transactions are being terminated, in respect of all
                  Terminated Transactions) and an amount will be payable equal
                  to one-half of the difference between the Loss of the party
                  with the higher Loss ("X") and the Loss of the party with
                  the lower Loss ("Y").

            If the amount payable is a positive number, Y will pay it to X; if
            it is a negative number, X will pay the absolute value of that
            amount to Y.

      (iii) Adjustment for Bankruptcy. In circumstances where an Early
      Termination Date occurs because "Automatic Early Termination" applies in
      respect of a party, the amount determined under this Section 6(e) will
      be subject to such adjustments as are appropriate and permitted by law
      to reflect any payments or deliveries made by one party to the other
      under this Agreement (and retained by such other party) during the
      period from the relevant Early Termination Date to the date for payment
      determined under Section 6(d)(ii).


                                      13
<PAGE>


      (iv) Pre-Estimate. The parties agree that if Market Quotation applies an
      amount recoverable under this Section 6(e) is a reasonable pre-estimate
      of loss and not a penalty. Such amount is payable for the loss of
      bargain and the loss of protection against future risks and except as
      otherwise provided in this Agreement neither party will be entitled to
      recover any additional damages as a consequence of such losses

7. Transfer

Subject to Section 6(b)(ii), neither this Agreement nor any interest or
obligation in or under this Agreement may be transferred (whether by way of
security or otherwise) by either party without the prior written consent of
the other party, except that: --

(a) a party may make such a transfer of this Agreement pursuant to a
consolidation or amalgamation with, or merger with or into, or transfer of all
or substantially all its assets to, another entity (but without prejudice to
any other right or remedy under this Agreement); and

(b) a party may make such a transfer of all or any part of its interest in any
amount payable to it from a Defaulting Party under Section 6(e).

Any purported transfer that is not in compliance with this Section will be
void.

8. Contractual Currency

(a) Payment in the Contractual Currency. Each payment under this Agreement
will be made in the relevant currency specified in this Agreement for that
payment (the "Contractual Currency"). To the extent permitted by applicable
law, any obligation to make payments under this Agreement in the Contractual
Currency will not be discharged or satisfied by any tender in any currency
other than the Contractual Currency, except to the extent such tender results
in the actual receipt by the party to which payment is owed, acting in a
reasonable manner and in good faith in converting the currency so tendered
into the Contractual Currency, of the full amount in the Contractual Currency
of all amounts payable in respect of this Agreement. If for any reason the
amount in the Contractual Currency so received falls short of the amount in
the Contractual Currency payable in respect of this Agreement, the party
required to make the payment will, to the extent permitted by applicable law,
immediately pay such additional amount in the Contractual Currency as may be
necessary to compensate for the shortfall. If for any reason the amount in the
Contractual Currency so received exceeds the amount in the Contractual
Currency payable in respect of this Agreement, the party receiving the payment
will refund promptly the amount of such excess.

(b) Judgments. To the extent permitted by applicable law, if any judgment or
order expressed in a currency other than the Contractual Currency is rendered
(i) for the payment of any amount owing in respect of this Agreement, (ii) for
the payment of any amount relating to any early termination in respect of this
Agreement or (iii) in respect of a judgment or order of another court for the
payment of any amount described in (i) or (ii) above, the party seeking
recovery, after recovery in full of the aggregate amount to which such party
is entitled pursuant to the judgment or order, will be entitled to receive
immediately from the other party the amount of any shortfall of the
Contractual Currency received by such party as a consequence of sums paid in
such other currency and will refund promptly to the other party any excess of
the


                                      14
<PAGE>


Contractual Currency received by such party as a consequence of sums paid in
such other currency if such shortfall or such excess arises or results from
any variation between the rate of exchange at which the Contractual Currency
is converted into the currency of the judgment or order for the purposes of
such judgment or order and the rate of exchange at which such party is able,
acting in a reasonable manner and in good faith in converting the currency
received into the Contractual Currency, to purchase the Contractual Currency
with the amount of the currency of the judgment or order actually received by
such party. The term "rate of exchange" includes, without limitation, any
premiums and costs of exchange payable in connection with the purchase of or
conversion into the Contractual Currency.

(c) Separate Indemnities. To the extent permitted by applicable law, these
indemnities constitute separate and independent obligations from the other
obligations in this Agreement, will be enforceable as separate and independent
causes of action, will apply notwithstanding any indulgence granted by the
party to which any payment is owed and will not be affected by judgment being
obtained or claim or proof being made for any other sums payable in respect of
this Agreement.

(d) Evidence of Loss. For the purpose of this Section 8, it will be sufficient
for a party to demonstrate that it would have suffered a loss had an actual
exchange or purchase been made.

9. Miscellaneous

(a) Entire Agreement. This Agreement constitutes the entire agreement and
understanding of the parties with respect to its subject matter and supersedes
all oral communication and prior writings with respect thereto.

(b) Amendments. No amendment, modification or waiver in respect of this
Agreement will be effective unless in writing (including a writing evidenced
by a facsimile transmission) and executed by each of the parties or confirmed
by an exchange of telexes or electronic messages on an electronic messaging
system.

(c) Survival of Obligations. Without prejudice to Sections 2(a)(iii) and
6(c)(ii), the obligations of the parties under this Agreement will survive the
termination of any Transaction.

(d) Remedies Cumulative. Except as provided in this Agreement, the rights,
powers, remedies and privileges provided in this Agreement are cumulative and
not exclusive of any rights, powers, remedies and privileges provided by law.

(e) Counterparts and Confirmations.

      (i) This Agreement (and each amendment, modification and waiver in
      respect of it) may be executed and delivered in counterparts (including
      by facsimile transmission), each of which will be deemed an original.

      (ii) The parties intend that they are legally bound by the terms of each
      Transaction from the moment they agree to those terms (whether orally or
      otherwise). A Confirmation shall he entered into as soon as practicable
      and may he executed and delivered in counterparts (including by
      facsimile transmission) or be created by an exchange of


                                      15
<PAGE>


      telexes or by an exchange of electronic messages on an electronic
      messaging system, which in each case will be sufficient for all purposes
      to evidence a binding supplement to this Agreement. The parties will
      specify therein or through another effective means that any such
      counterpart, telex or electronic message constitutes a Confirmation.

(f) No Waiver of Rights. A failure or delay in exercising any right, power or
privilege in respect of this Agreement will not be presumed to operate as a
waiver, and a single or partial exercise of any right, power or privilege will
not be presumed to preclude any subsequent or further exercise, of that right,
power or privilege or the exercise of any other right, power or privilege.

(g) Headings. The headings used in this Agreement are for convenience of
reference only and are not to affect the construction of or to be taken into
consideration in interpreting this Agreement.

10. Offices; Multibranch Parties

(a) If Section 10(a) is specified in the Schedule as applying, each party that
enters into a Transaction through an Office other than its head or home office
represents to the other party that, notwithstanding the place of booking
office or jurisdiction of incorporation or organisation of such party, the
obligations of such party are the same as if it had entered into the
Transaction through its head or home office. This representation will be
deemed to be repeated by such party on each date on which a Transaction is
entered into.

(b) Neither party may change the Office through which it makes and receives
payments or deliveries for the purpose of a Transaction without the prior
written consent of the other party.

(c) If a party is specified as a Multibranch Party in the Schedule, such
Multibranch Party may make and receive payments or deliveries under any
Transaction through any Office listed in the Schedule, and the Office through
which it makes and receives payments or deliveries with respect to a
Transaction will be specified in the relevant Confirmation.

11. Expenses

A Defaulting Party will, on demand, indemnify and hold harmless the other
party for and against all reasonable out-of-pocket expenses, including legal
fees and Stamp Tax, incurred by such other party by reason of the enforcement
and protection of its rights under this Agreement or any Credit Support
Document to which the Defaulting Party is a party or by reason of the early
termination of any Transaction, including, but not limited to, costs of
collection.

12. Notices

(a) Effectiveness. Any notice or other communication in respect of this
Agreement may be given in any manner set forth below (except that a notice or
other communication under Section 5 or 6 may not be given by facsimile
transmission or electronic messaging system) to the address or number or in
accordance with the electronic messaging system details provided (see the
Schedule) and will be deemed effective as indicated:


                                      16
<PAGE>


      (i) if in writing and delivered in person or by courier, on the date it
      is delivered;

      (ii) if sent by telex, on the date the recipient's answerback is
      received;

      (iii) if sent by facsimile transmission, on the date that transmission
      is received by a responsible employee of the recipient in legible form
      (it being agreed that the burden of proving receipt will be on the
      sender and will not be met by a transmission report generated by the
      sender's facsimile machine);

      (iv) if sent by certified or registered mail (airmail, if overseas) or
      the equivalent (return receipt requested), on the date that mail is
      delivered or its delivery is attempted; or

      (v) if sent by electronic messaging system, on the date that electronic
      message is received,

unless the date of that delivery (or attempted delivery) or that receipt, as
applicable, is not a Local Business Day or that communication is delivered (or
attempted) or received, as applicable, after the close of business on a Local
Business Day, in which case that communication shall be deemed given and
effective on the first following day that is a Local Business Day.

(b) Change of Addresses. Either party may by notice to the other change the
address, telex or facsimile number or electronic messaging system details at
which notices or other communications are to be given to it.

13. Governing Law and Jurisdiction

(a) Governing Law. This Agreement will be governed by and construed in
accordance with the law specified in the Schedule.

(b) Jurisdiction. With respect to any suit, action or proceedings relating to
this Agreement ("Proceedings"), each party irrevocably:

      (i) submits to the jurisdiction of the English courts, if this Agreement
      is expressed to be governed by English law, or to the non-exclusive
      jurisdiction of the courts of the State of New York and the United
      States District Court located in the Borough of Manhattan in New York
      City, if this Agreement is expressed to be governed by the laws of the
      State of New York; and

      (ii) waives any objection which it may have at any time to the laying of
      venue of any Proceedings brought in any such court, waives any claim
      that such Proceedings have been brought in an inconvenient forum and
      further waives the right to object, with respect to such Proceedings,
      that such court does not have any jurisdiction over such party.

Nothing in this Agreement precludes either party from bringing Proceedings in
any other jurisdiction (outside, if this Agreement is expressed to be governed
by English law, the Contracting States, as defined in Section 1(3) of the
Civil Jurisdiction and Judgments Act 1982 or any modification, extension or
re-enactment thereof for the time being in force) nor will the


                                      17
<PAGE>


bringing of Proceedings in any one or more jurisdictions preclude the bringing
of Proceedings in any other jurisdiction.

(c) Service of Process. Each party irrevocably appoints the Process Agent (if
any) specified opposite its name in the Schedule to receive, for it and on its
behalf, service of process in any Proceedings. If for any reason any party's
Process Agent is unable to act as such, such party will promptly notify the
other party and within 30 days appoint a substitute process agent acceptable
to the other party. The parties irrevocably consent to service of process
given in the manner provided for notices in Section 12. Nothing in this
Agreement will affect the right of either party to serve process in any other
manner permitted by law.

(d) Waiver of Immunities. Each party irrevocably waives, to the fullest extent
permitted by applicable law, with respect to itself and its revenues and
assets (irrespective of their use or intended use), all immunity on the
grounds of sovereignty or other similar grounds from (i) suit, (ii)
jurisdiction of any court, (iii) relief by way of injunction, order for
specific performance or for recovery of property, (iv) attachment of its
assets (whether before or after judgment) and (v) execution or enforcement of
any judgment to which it or its revenues or assets might otherwise be entitled
in any Proceedings in the courts of any jurisdiction and irrevocably agrees,
to the extent permitted by applicable law, that it will not claim any such
immunity in any Proceedings.

14. Definitions

As used in this Agreement:--

"Additional Termination Event" has the meaning specified in Section 5(b).

"Affected Party" has the meaning specified in Section 5(b).

"Affected Transactions" means (a) with respect to any Termination Event
consisting of an Illegality, Tax Event or Tax Event Upon Merger, all
Transactions affected by the occurrence of such Termination Event and (b) with
respect to any other Termination Event, all Transactions.

"Affiliate" means, subject to the Schedule, in relation to any person, any
entity controlled, directly or indirectly, by the person, any entity that
controls, directly or indirectly, the person or any entity directly or
indirectly under common control with the person. For this purpose, "control"
of any entity or person means ownership of a majority of the voting power of
the entity or person.

"Applicable Rate" means: --

(a) in respect of obligations payable or deliverable (or which would have been
but for Section 2(a)(iii)) by a Defaulting Party, the Default Rate;

(b) in respect of an obligation to pay an amount under Section 6(e) of either
party from and after the date (determined in accordance with Section 6(d)(ii))
on which that amount is payable, the Default Rate;

(c) in respect of all other obligations payable or deliverable (or which would
have been but for Section 2(a)(iii)) by a Non-defaulting Party, the
Non-default Rate; and


                                      18
<PAGE>


(d) in all other cases, the Termination Rate.

"Burdened Party" has the meaning specified in Section 5(b).

"Change in Tax Law" means the enactment, promulgation, execution or
ratification of, or any change in or amendment to, any law (or in the
application or official interpretation of any law) that occurs on or after the
date on which the relevant Transaction is entered into.

"consent" includes a consent, approval, action, authorisation, exemption,
notice, filing, registration or exchange control consent.

"Credit Event Upon Merger" has the meaning specified in Section 5(b).

"Credit Support Document" means any agreement or instrument that is specified
as such in this Agreement.

"Credit Support Provider" has the meaning specified in the Schedule.

"Default Rate" means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the relevant payee (as certified by it) if it
were to fund or of funding the relevant amount plus 1% per annum.

"Defaulting Party" has the meaning specified in Section 6(a).

"Early Termination Date" means the date determined in accordance with Section
6(a) or 6(b)(iv).

"Event of Default" has the meaning specified in Section 5(a) and, if
applicable, in the Schedule.

"Illegality" has the meaning specified in Section 5(b).

"Indemnifable Tax" means any Tax other than a Tax that would not be imposed in
respect of a payment under this Agreement but for a present or former
connection between the jurisdiction of the government or taxation authority
imposing such Tax and the recipient of such payment or a person related to
such recipient (including, without limitation, a connection arising from such
recipient or related person being or having been a citizen or resident of such
jurisdiction, or being or having been organised, present or engaged in a trade
or business in such jurisdiction, or having or having had a permanent
establishment or fixed place of business in such jurisdiction, but excluding a
connection arising solely from such recipient or related person having
executed, delivered, performed its obligations or received a payment under, or
enforced, this Agreement or a Credit Support Document).

"law" includes any treaty, law, rule or regulation (as modified, in the case
of tax matters, by the practice of any relevant governmental revenue
authority) and "lawful" and "unlawful" will be construed accordingly.

"Local Business Day" means, subject to the Schedule, a day on which commercial
banks are open for business (including dealings in foreign exchange and
foreign currency deposits) (a) in relation to any obligation under Section
2(a)(i), in the place(s) specified in the relevant Confirmation or, if not so
specified, as otherwise agreed by the parties in writing or determined
pursuant to provisions contained, or incorporated by reference, in this
Agreement, (b) in relation to any other payment, in the place where the
relevant account is located and, if different, in the principal financial
centre, if any, of the currency of such payment, (c) in relation to any notice
or other communication, including notice contemplated under Section 5(a)(i),
in the city specified


                                      19
<PAGE>


in the address for notice provided by the recipient and, in the case of a
notice contemplated by Section 2(b), in the place where the relevant new
account is to be located and (d) in relation to Section 5(a)(v)(2), in the
relevant locations for performance with respect to such Specified Transaction.

"Loss" means, with respect to this Agreement or one or more Terminated
Transactions, as the case may be, and a party, the Termination Currency
Equivalent of an amount that party reasonably determines in good faith to be
its total losses and costs (or gain, in which case expressed as a negative
number) in connection with this Agreement or that Terminated Transaction or
group of Terminated Transactions, as the case may be, including any loss of
bargain, cost of funding or, at the election of such party but without
duplication, loss or cost incurred as a result of its terminating,
liquidating, obtaining or reestablishing any hedge or related trading position
(or any gain resulting from any of them). Loss includes losses and costs (or
gains) in respect of any payment or delivery required to have been made
(assuming satisfaction of each applicable condition precedent) on or before
the relevant Early Termination Date and not made, except, so as to avoid
duplication, if Section 6(e)(i)(1) or (3) or 6(e)(ii)(2)(A) applies. Loss does
not include a party's legal fees and out-of-pocket expenses referred to under
Section 11. A party will determine its Loss as of the relevant Early
Termination Date, or, if that is not reasonably practicable, as of the
earliest date thereafter as is reasonably practicable. A party may (but need
not) determine its Loss by reference to quotations of relevant rates or prices
from one or more leading dealers in the relevant markets.

"Market Quotation" means, with respect to one or more Terminated Transactions
and a party making the determination, an amount determined on the basis of
quotations from Reference Market-makers. Each quotation will be for an amount,
if any, that would be paid to such party (expressed as a negative number) or
by such party (expressed as a positive number) in consideration of an
agreement between such party (taking into account any existing Credit Support
Document with respect to the obligations of such party) and the quoting
Reference Market-maker to enter into a transaction (the "Replacement
Transaction") that would have the effect of preserving for such party the
economic equivalent of any payment or delivery (whether the underlying
obligation was absolute or contingent and assuming the satisfaction of each
applicable condition precedent) by the parties under Section 2(a)(i) in
respect of such Terminated Transaction or group of Terminated Transactions
that would, but for the occurrence of the relevant Early Termination Date,
have been required after that date. For this purpose, Unpaid Amounts in
respect of the Terminated Transaction or group of Terminated Transactions are
to be excluded but, without limitation, any payment or delivery that would,
but for the relevant Early Termination Date, have been required (assuming
satisfaction of each applicable condition precedent) after that Early
Termination Date is to be included. The Replacement Transaction would be
subject to such documentation as such party and the Reference Market-maker
may, in good faith, agree. The party making the determination (or its agent)
will request each Reference Market-maker to provide its quotation to the
extent reasonably practicable as of the same day and time (without regard to
different time zones) on or as soon as reasonably practicable after the
relevant Early Termination Date. The day and time as of which those quotations
are to be obtained will be selected in good faith by the party obliged to make
a determination under Section 6(e), and, if each party is so obliged, after
consultation with the other. If more than three quotations are provided, the
Market Quotation will be the arithmetic mean of the quotations, without regard
to the quotations having the highest and lowest values. If exactly three such


                                      20
<PAGE>


quotations are provided, the Market Quotation will be the quotation remaining
after disregarding the highest and lowest quotations. For this purpose, if
more than one quotation has the same highest value or lowest value, then one
of such quotations shall be disregarded. If fewer than three quotations are
provided, it will be deemed that the Market Quotation in respect of such
Terminated Transaction or group of Terminated Transactions cannot be
determined.

"Non-default Rate" means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the Non-defaulting Party (as certified by it)
if it were to fund the relevant amount.

"Non-defaulting Party" has the meaning specified in Section 6(a).

"Office" means a branch or office of a party, which may be such party's head
or home office.

"Potential Event of Default" means any event which, with the giving of notice
or the lapse of time or both, would constitute an Event of Default.

"Reference Market-makers" means four leading dealers in the relevant market
selected by the party determining a Market Quotation in good faith (a) from
among dealers of the highest credit standing which satisfy all the criteria
that such party applies generally at the time in deciding whether to offer or
to make an extension of credit and (b) to the extent practicable, from among
such dealers having an office in the same city.

"Relevant Jurisdiction" means, with respect to a party, the jurisdictions (a)
in which the party is incorporated, organised, managed and controlled or
considered to have its seat, (b) where an Office through which the party is
acting for purposes of this Agreement is located, (c) in which the party
executes this Agreement and (d) in relation to any payment, from or through
which such payment is made.

"Scheduled Payment Date" means a date on which a payment or delivery is to be
made under Section 2(a)(i) with respect to a Transaction.

"Set-off" means set-off, offset, combination of accounts, right of retention
or withholding or similar right or requirement to which the payer of an amount
under Section 6 is entitled or subject (whether arising under this Agreement,
another contract, applicable law or otherwise) that is exercised by, or
imposed on, such payer.

"Settlement Amount" means, with respect to a party and any Early Termination
Date, the sum of: --

(a) the Termination Currency Equivalent of the Market Quotations (whether
positive or negative) for each Terminated Transaction or group of Terminated
Transactions for which a Market Quotation is determined; and

(b) such party's Loss (whether positive or negative and without reference to
any Unpaid Amounts) for each Terminated Transaction or group of Terminated
Transactions for which a Market Quotation cannot be determined or would not
(in the reasonable belief of the party making the determination) produce a
commercially reasonable result.


                                      21
<PAGE>


"Specified Entity" has the meanings specified in the Schedule.

"Specified Indebtedness" means, subject to the Schedule, any obligation
(whether present or future, contingent or otherwise, as principal or surety or
otherwise) in respect of borrowed money.

"Specified Transaction" means, subject to the Schedule, (a) any transaction
(including an agreement with respect thereto) now existing or hereafter
entered into between one party to this Agreement (or any Credit Support
Provider of such party or any applicable Specified Entity of such party) and
the other party to this Agreement (or any Credit Support Provider of such
other party or any applicable Specified Entity of such other party) which is a
rate swap transaction, basis swap, forward rate transaction, commodity swap,
commodity option, equity or equity index swap, equity or equity index option,
bond option, interest rate option, foreign exchange transaction, cap
transaction, floor transaction, collar transaction, currency swap transaction,
cross-currency rate swap transaction, currency option or any other similar
transaction (including any option with respect to any of these transactions),
(b) any combination of these transactions and (c) any other transaction
identified as a Specified Transaction in this Agreement or the relevant
confirmation.

"Stamp Tax" means any stamp, registration, documentation or similar tax.

"Tax" means any present or future tax, levy, impost, duty, charge, assessment
or fee of any nature (including interest, penalties and additions thereto)
that is imposed by any government or other taxing authority in respect of any
payment under this Agreement other than a stamp, registration, documentation
or similar tax.

"Tax Event" has the meaning specified in Section 5(b).

"Tax Event Upon Merger" has the meaning specified in Section 5(b).

"Terminated Transactions" means with respect to any Early Termination Date (a)
if resulting from a Termination Event, all Affected Transactions and (b) if
resulting from an Event of Default, all Transactions (in either case) in
effect immediately before the effectiveness of the notice designating that
Early Termination Date (or, if "Automatic Early Termination" applies,
immediately before that Early Termination Date).

"Termination Currency" has the meaning specified in the Schedule.

"Termination Currency Equivalent" means, in respect of any amount denominated
in the Termination Currency, such Termination Currency amount and, in respect
of any amount denominated in a currency other than the Termination Currency
(the "Other Currency"), the amount in the Termination Currency determined by
the party making the relevant determination as being required to purchase such
amount of such Other Currency as at the relevant Early Termination Date, or,
if the relevant Market Quotation or Loss (as the case may be), is determined
as of a later date, that later date, with the Termination Currency at the rate
equal to the spot exchange rate of the foreign exchange agent (selected as
provided below) for the purchase of such Other Currency with the Termination
Currency at or about 11:00 a.m. (in the city in which such foreign exchange
agent is located) on such date as would be customary for the


                                      22
<PAGE>


determination of such a rate for the purchase of such Other Currency for value
on the relevant Early Termination Date or that later date. The foreign
exchange agent will, if only one party is obliged to make a determination
under Section 6(e), be selected in good faith by that party and otherwise will
be agreed by the parties.

"Termination Event" means an Illegality, a Tax Event or a Tax Event Upon
Merger or, if specified to be applicable, a Credit Event Upon Merger or an
Additional Termination Event.

"Termination Rate" means a rate per annum equal to the arithmetic mean of the
cost (without proof or evidence of any actual cost) to each party (as
certified by such party) if it were to fund or of funding such amounts.

"Unpaid Amounts" owing to any party means, with respect to an Early
Termination Date, the aggregate of (a) in respect of all Terminated
Transactions, the amounts that became payable (or that would have become
payable but for Section 2(a)(iii)) to such party under Section 2(a)(i) on or
prior to such Early Termination Date and which remain unpaid as at such Early
Termination Date and (b) in respect of each Terminated Transaction, for each
obligation under Section 2(a)(i) which was (or would have been but for Section
2(a)(iii)) required to be settled by delivery to such party on or prior to
such Early Termination Date and which has not been so settled as at such Early
Termination Date, an amount equal to the fair market value of that which was
(or would have been) required to be delivered as of the originally scheduled
date for delivery, in each case together with (to the extent permitted under
applicable law) interest, in the currency of such amounts, from (and
including) the date such amounts or obligations were or would have been
required to have been paid or performed to (but excluding) such Early
Termination Date, at the Applicable Rate. Such amounts of interest will be
calculated on the basis of daily compounding and the actual number of days
elapsed. The fair market value of any obligation referred to in clause (b)
above shall be reasonably determined by the party obliged to make the
determination under Section 6(e) or, if each party is so obliged, it shall be
the average of the Termination Currency Equivalents of the fair market values
reasonably determined by both parties.

IN WITNESS WHEREOF the parties have executed this document on the respective
dates specified below with effect from the date specified on the first page of
this document.

Credit Suisse International            Granite Master Issuer plc
...................................     .........................................
       (Name of Party)                        (Name of Party)

By:  .............................     By:  ....................................
     Name:                                  Name:
     Title:                                 Title:
     Date:                                  Date:


                                      23
<PAGE>


                         Credit Suisse International/Granite Master Issuer plc
                        Cross Currency/Interest Rate Agreed Form ISDA Schedule
                                              Agreed Form Version: 18.05.2007.

                             Agreed Form Schedule
(Multicurrency - Cross Border)

                                   SCHEDULE

                                    to the

                                   1992 ISDA

                               MASTER AGREEMENT

         dated as of the Effective Date specified in the Confirmation,


between

(1)   CREDIT SUISSE INTERNATIONAL ("Party A"); and

(2)   GRANITE MASTER ISSUER plc ("Party B").

Part 1. Termination Provisions.

(a)   "Specified Entity" means in relation to Party A for the purpose of:-

      Section 5(a)(v), none

      Section 5(a)(vi), none

      Section 5(a)(vii), none

      Section 5(b)(iv), none

      and in relation to Party B for the purpose of:-

      Section 5(a)(v), none

      Section 5(a)(vi), none

      Section 5(a)(vii), none

      Section 5(b)(iv), none

(b)   "Specified Transaction" will have the meaning specified in Section 14.

(c)   The "Cross Default" provisions of Section 5(a)(vi) will apply to Party A
      and will not apply to Party B.

      "Specified Indebtedness" will have the meaning specified in Section 14
      of this Agreement.


                                      24
<PAGE>


      "Threshold Amount" means, with respect to Party A, an amount equal to,
      three percent (3%) of the shareholders' equity (excluding deposits) of
      Party A (as shown in the most recent audited financial statements of
      Party A).

(d)   The "Credit Event Upon Merger" provisions of Section 5(b)(iv) will apply
      to Party A and will not apply to Party B.

(e)   The "Automatic Early Termination" provision of Section 6(a) will not
      apply to Party A and will not apply to Party B.

(f)   Payments on Early Termination. For the purpose of Section 6(e) of this
      Agreement:-

      (i)   Market Quotation will apply.

      (ii)  The Second Method will apply.

(g)   "Termination Currency" means Sterling.

(h)   Additional Termination Event will apply. The events which constitute
      Additional Termination Events are set forth in Part 5(f), Part
      5(k)(iii), Part 5(l)(iii) and Part 5(m)(v) of this Agreement.


                                      25
<PAGE>


Part 2. Tax Representations

(a)   Payer Representations. For the purpose of Section 3(e) of this
      Agreement, Party A and Party B will each make the following
      representation:

      It is not required by any applicable law, as modified by the practice of
      any relevant governmental revenue authority, of any Relevant
      Jurisdiction to make any deduction or withholding for or on account of
      any Tax from any payment (other than interest under Section 2(e),
      6(d)(ii) or 6(e) of this Agreement) to be made by it to the other party
      under this Agreement. In making this representation, it may rely on (i)
      the accuracy of any representations made by the other party pursuant to
      Section 3(f) of this Agreement, (ii) the satisfaction of the agreement
      of the other party contained in Section 4(a)(i) or 4(a)(iii) of this
      Agreement and the accuracy and effectiveness of any document provided by
      the other party pursuant to Section 4(a)(i) or 4(a)(iii) of this
      Agreement and (iii) the satisfaction of the agreement of the other party
      contained in Section 4(d) of this Agreement, provided that it shall not
      be a breach of this representation where reliance is placed on clause
      (ii) and the other party does not deliver a form or document under
      Section 4(a)(iii) by reason of material prejudice to its legal or
      commercial position.

(b)   Payee Representations. For the purposes of Section 3(f) of the
      Agreement, neither Party A nor Party B make any representation.


                                      26
<PAGE>


Part 3. Agreement to Deliver Documents

      For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each
      party agrees to deliver the following documents, as applicable:-

(a)   Tax forms, documents or certificates to be delivered are:-
<TABLE>
<CAPTION>

      Party required to deliver document         Form/Document/ Certificate                 Date by which to be delivered
      None                                       None                                       None

(b)   Other documents to be delivered are:-

<S>                                              <C>                                        <C>                             <C>
      Party required                             Form/Document/                             Date by which            Covered by
      to deliver                                 Certificate                                to be delivered          Section 3(d)
      document                                                                                                       Representation

      Party A and                                Appropriate evidence of its signatory's    On signing of this Agreement    Yes
      Party B                                    authority

      Party B                                    Certified copy of                          On signing of this Agreement    Yes
                                                 board resolution

      Party A                                    Legal opinion of counsel (in form and      On signing of this Agreement    No
                                                 substance satisfactory to Party B)

      Party B                                    Legal opinion of counsel (in form and      On signing of this Agreement    No
                                                 substance satisfactory to Party A)

      Party A                                    An executed original of the Credit         On signing of this Agreement    No
                                                 Support Document listed in Part 4(f)
                                                 below
</TABLE>

Part 4.  Miscellaneous

(a)   Addresses for Notices. For the purpose of Section 12(a) of this
      Agreement:-

      Address for notices or communications to Party A:-

      Address:        One Cabot Square
                      London  E14 4QJ


                                      27
<PAGE>


                      England

      Attention:      (1)    Head of Credit Risk Management
                      (2)    Managing Director - Operations Department
                      (3)    Managing Director - Legal Department

      Facsimile No.:  +44 20 7888 2686

      Address for notices or communications to Party B:-

      Address:        Granite Master Issuer plc
                      Fifth Floor
                      100 Wood Street
                      London
                      EC2V 7EX

      With a copy to: Northern Rock plc
                      Northern Rock House
                      Gosforth
                      Newcastle upon Tyne
                      NE3 4PL

      Attention:      Andy McClean

      Facsimile No.:  +44 (0)191 279 4929
      Telephone No.:  +44 20 7888 2028


      With a copy to the Note Trustee:-

      Address:        The Bank of New York
                      One Canada Square
                      48th Floor
                      London
                      E14 5AL

      Attention:      Corporate Trust (Global Structured Finance)

      Facsimile No.:  +44 (0)20 7964 6399

(b)   Process Agent. For the purpose of Section 13(c) of this Agreement:-

      Party A appoints as its Process Agent: None.

      Party B appoints as its Process Agent: None.

(c)   Offices. The provisions of Section 10(a) will apply to this Agreement.

(d)   Multibranch Party. For the purpose of Section 10(c) of this Agreement:-


                                      28
<PAGE>


      Party A is not a Multibranch Party.

      Party B is not a Multibranch Party.

(e)   Calculation Agent. The Calculation Agent shall be as specified in the
      Confirmation.

(f)   Credit Support Document. Details of any Credit Support Document:-

      In respect of Party A: the 1995 Credit Support Annex (Bilateral Form -
      Transfer) between Party A and Party B dated as of the Effective Date
      specified in the Confirmation (the "Credit Support Annex") and any
      Eligible Guarantee.

      In respect of Party B: none.

(g)   Credit Support Provider.

      Credit Support Provider means, in relation to Party A, the guarantor
      under any Eligible Guarantee.

      Credit Support Provider means, in relation to Party B, none.

(h)   Governing Law. This Agreement will be governed by and construed in
      accordance with English law.

(i)   Netting of Payments. Sub-paragraph (ii) of Section 2(c) of this
      Agreement will apply to Transactions entered into under this Agreement
      unless otherwise specified in a Confirmation.

(j)   "Affiliate" will have the meaning specified in Section 14 of this
      Agreement.


                                      29
<PAGE>


Part 5. Other Provisions

(a)   Definitions and Interpretation

      Capitalised terms used in this Agreement shall, except where the context
      otherwise requires and save where otherwise defined in this Agreement,
      bear the meanings given to them in the Programme Master Definitions
      Schedule and the Issuer Master Definitions Schedule (each as described
      in the Confirmation). Such Issuer Master Definitions Schedule shall
      prevail to the extent that it conflicts with such Programme Master
      Definitions Schedule.

      For the purposes of this Agreement:

      "Issuer Notes" has the meaning given to such term in the Confirmation.

(b)   No Set-Off

      (i)   All payments under this Agreement shall be made without set-off or
            counterclaim, except as expressly provided for in Section 6 or
            this Schedule. For the avoidance of doubt, Section 2(c) shall not
            be affected by this provision.

      (ii)  Section 6(e) shall be amended by the deletion of the following
            sentence: "The amount, if any, payable in respect of an Early
            Termination Date and determined pursuant to this Section will be
            subject to any Set-off."

(c)   Security Interest

      Notwithstanding Section 7, Party A hereby agrees and consents to the
      assignment by way of security by Party B of its interests under this
      Agreement (without prejudice to, and after giving effect to, any
      contractual netting provision contained in this Agreement) to the Issuer
      Security Trustee (or any successor thereto) pursuant to and in
      accordance with the terms and conditions of the Issuer Deed of Charge
      and acknowledges notice of such assignment.

(d)   Disapplication of certain Events of Default

      Section 5(a)(ii), Section 5(a)(iii), Section 5(a)(iv), Section 5(a)(v),
      Section 5(a)(vii)(2),(5),(6),(7) and (9) and Section 5(a)(viii) will not
      apply in respect of Party B.

      Section 5(a)(vii)(8) will not apply to Party B to the extent that it
      applies to Section 5(a)(vii)(2),(5),(6) and (7).

      Sections 5(a)(vii)(3) and 5(a)(vii)(4) are deleted in their entirety and
      replaced with the following:

      "(3) makes a general assignment, arrangement or composition with or for
      the benefit of its creditors, provided that where such general
      assignment, arrangement and/or composition is contemplated by the
      Transaction Documents, this Section 5(a)(vii)(3) shall not apply to
      Party B; (4) institutes or has instituted against it a proceeding
      seeking a judgment of insolvency or bankruptcy or a petition is
      presented for its


                                      30
<PAGE>


      winding-up or liquidation or the making of an administration order
      against it and such proceeding or petition results in a judgment of
      insolvency or bankruptcy or the making of an order for its winding-up,
      administration or liquidation, provided that such proceedings or
      petitions are not instituted by Party A or any of its Affiliates;"

(e)   Disapplication of certain Termination Events

      The "Tax Event" and "Tax Event Upon Merger" provisions of Sections
      5(b)(ii) and 5(b)(iii) will not apply to Party A or to Party B.

(f)   Additional Termination Events

      (A)   Party B Additional Termination Events:

      The following shall each constitute an Additional Termination Event with
      respect to Party B:

      (i)   Note Enforcement Notice. The Note Trustee serves an Issuer
            Enforcement Notice on Party B in accordance with Condition 9
            (Events of Default) of the Issuer Notes.

      (ii)  Early Redemption. The Issuer Notes are redeemed in full in
            accordance with Condition 5(E) or (F) at any time prior to their
            Final Maturity Date.

      In the case of (i) and (ii) above, Party B shall be the sole Affected
      Party[, except that: in the case of (i), if the event described therein
      occurs on or after the Termination Date (as defined in the
      Confirmation), there shall be deemed to be two Affected Parties for the
      purposes only of Section 6(b)(iv)] (1).

      B)    Party A Additional Termination Event:

      The following shall constitute an Additional Termination Event with
      respect to Party A:

      Without prejudice to any other remedies available to Party B under this
      Agreement or otherwise, it shall be an Additional Termination Event
      under this Agreement if the Additional Tax Representation in Part
      5(n)(iii) proves to have been incorrect or misleading in any material
      respect with respect to one or more Transactions when made or repeated
      or deemed to have been made or repeated. The sole Affected Party shall
      be Party A.

      (C)   Withholding Tax Event:

            The following shall constitute an Additional Termination Event:


---------
(1)   The words in square brackets will be incorporated into the Confirmation
      only where the Class of the Issuer Notes referred to therein are rated
      on their issuance "AAA" (or equivalent) by S&P, "AAA" (or equivalent) by
      Fitch and "Aaa" (or equivalent) by Moody's.


                                      31
<PAGE>


            Due to (x) any action taken by a taxing authority, or brought in a
      court of competent jurisdiction, on or after the date on which a
      Transaction is entered into (regardless of whether such action is taken
      or brought with respect to a party to this Agreement) or (y) a Change in
      Tax Law, the party (which will be the Affected Party) will, or there is
      a substantial likelihood that it will, on the next succeeding Scheduled
      Payment Date (l) be required to make a payment from which an amount is
      required to be deducted or withheld for or on account of United Kingdom
      Tax or (2) receive a payment from which an amount is required to be
      deducted or withheld for or on account of a United Kingdom Tax (except
      in each case in respect of interest under Section 2(e), 6(d)(ii) or
      6(e)). In respect of such Additional Termination Event, all Transactions
      affected by the occurrence of such Additional Termination Event will be
      Affected Transactions. For the purposes of the foregoing, United Kingdom
      Tax means any Tax imposed or assessed by or within the United Kingdom or
      any authority therein or thereof having power to tax.

            The Affected Party will, as a condition to its right to designate
      an Early Termination Date under Section 6(b)(iv), use all reasonable
      efforts (which will not require such party to incur a loss, excluding
      immaterial, incidental expenses) to transfer within 60 days after it
      gives notice under Section 6(b)(i) all its rights and obligations under
      this Agreement in respect of the Affected Transactions to another of its
      Offices or Affiliates so that such Additional Termination Event ceases
      to exist.

            If the Affected Party is not able to make such a transfer it will
      give notice to the other party to that effect within such 60 day period,
      whereupon the other party may effect a transfer to any person or entity
      within 70 days after the notice is given under Section 6(b)(i) so that
      such Additional Termination Event ceases to exist.

            Any such transfer by a party under this Part 5(f)(C) will be
      subject to and conditional upon the prior written consent of the other
      party (the "Consenting Party"), which consent will not be unreasonably
      withheld. Such consent will be considered "reasonably withheld" if such
      other party's policies in effect at such time would prevent it from
      entering into a novation of a transaction with the transferee on the
      terms proposed. The Consenting Party shall provide the transferring
      party under this Part 5(f)(C) any such assistance and cooperation as may
      reasonably be required by the transferring party to effect such a
      transfer.

(g)   Northern Rock plc as Party B's Agent

      Party B hereby declares that pursuant to the Issuer Cash Management
      Agreement it has appointed Northern Rock plc to act as its agent for the
      purpose, inter alia, of the operation of this Agreement and dealing with
      payments hereunder. Accordingly, unless and until written notice is
      received by Party A from the Note Trustee that such appointment has been
      terminated, Party A shall be entitled to treat all communications and
      acts relating to this Agreement received from or carried out by Northern
      Rock plc as agent for Party B under the Issuer Cash Management Agreement
      as being those of Party B, and Party B hereby agrees to ratify and
      confirm the same.

(h)   Security, Enforcement and Limited Recourse

      (i)   Party A confirms to Party B that it is, or will be, by the date
            hereof, bound by the terms of the Issuer Deed of Charge and, in
            particular, confirms that: (i)


                                      32
<PAGE>


            save as otherwise expressly set out in the Issuer Deed of Charge,
            no sum shall be payable by or on behalf of Party B to it except in
            accordance with the Issuer Priority of Payments as set out in the
            Issuer Deed of Charge (as the same may be amended, restated,
            supplemented and/or otherwise modified from time to time); and
            (ii) it will not take any steps for the winding up, dissolution or
            reorganization or for the appointment of a receiver,
            administrator, administrative receiver, trustee, liquidator,
            sequestrator or similar officer of Party B or of any or all of its
            revenues and assets nor participate in any ex parte proceedings
            nor seek to enforce any judgment against Party B except as
            provided in the Issuer Deed of Charge.

      (ii)  In relation to all sums due and payable by Party B to Party A,
            Party A agrees that it shall have recourse only to sums available
            to Party B for the purpose of making payments to Party A in
            accordance with the relevant Issuer Priority of Payments and the
            Issuer Deed of Charge.

      (iii) If, on any payment date under a Transaction, an amount is payable
            by Party B to Party A (other than pursuant to Section 6) and Party
            B does not pay such amount in full on such date (after the
            application of Section 2(c) to such Transaction) because of the
            limitation contained in Part 5(h)(i) above, then: (A) payment by
            Party B of the shortfall (and the corresponding payment obligation
            of Party A with respect to such shortfall (being the full amount
            Party A would otherwise owe on such date less the actual amount
            payable by Party A determined in accordance with Part 5(h)(iii)(C)
            below)) will not then fall due, [but will instead be deferred
            until the first Payment Date (as defined in the Confirmation)
            thereafter on which sufficient funds are available (subject to the
            limitation in Part 5(h)(i) above)](2), (B) failure by Party B to
            make the full payment under such Transaction (after the
            application of Section 2(c) to such Transaction) shall not
            constitute an Event of Default for the purpose of Section 5(a)(i),
            and (C) the obligation of Party A to make payment to Party B, in
            respect of the same Transaction, on such date, will be reduced so
            that Party A will be obligated to pay the Equivalent Percentage of
            the amount it would otherwise owe under that Transaction.
            "Equivalent Percentage" means the percentage obtained by dividing
            the amount paid by Party B by the amount it would have paid on the
            relevant date absent such limitation multiplied by one hundred
            provided that, in respect of any Transaction where the
            Confirmation provides that Party B makes payments on a monthly
            basis and Party A makes payments on a quarterly basis, the
            Equivalent Percentage shall be adjusted by the Calculation Agent
            so as to reflect all of the amounts paid by Party B during the
            relevant quarterly period applicable to Party A's quarterly
            payment.

      (iv)  If an Early Termination Date results from an Event of Default or a
            Termination Event, any amount payable (the payment of which was
            deferred or not paid in the circumstances described under Part
            5(h)(iii) above by Party


---------
(2)   The words in square brackets will not be incorporated into the
      Confirmation where the Class of the Issuer Notes referred to therein are
      rated on their issuance "AAA" (or equivalent) by S&P, "AAA" (or
      equivalent) by Fitch and "Aaa" (or equivalent) by Moody's.


                                      33
<PAGE>


            A or by Party B, as the case may be, under this Agreement) will be
            deemed to be Unpaid Amounts owing to Party B or, as the case may
            be, owing to Party A on the Early Termination Date.

      (v)   Following the calculation thereof, and in any event no later than
            two Local Business Days prior to any relevant Payment Date (as
            defined in the Confirmation), Party B agrees to notify Party A of
            the amount of any shortfall[, the payment of which by Party B is
            deferred in accordance with Part 5(h)(iii) above)](3).

(i)   Scope of Agreement

      It is hereby understood and agreed that the provisions of this Agreement
      shall only apply to the Transaction entered into between Party A and
      Party B on the Trade Date specified in the only Confirmation (other than
      the Credit Support Annex) that supplements, forms part of, and is
      subject to this Agreement (and, for the avoidance of doubt, all
      references in this Agreement to "Confirmation" shall be to such
      Confirmation or, as the context requires, the Credit Support Annex) and
      that no other Transaction may be entered into pursuant hereto except in
      accordance with sub-Parts 5(k)(i)(A), 5(k)(ii)(B), 5(l)(i)(D),
      5(l)(iii), 5(m)(i)(A), 5(m)(ii)(A) or 5(m)(iv), or where the Rating
      Agencies have confirmed in writing that the then current ratings of the
      Issuer Notes would not be adversely affected by such other Transaction.

(j)   Authorised Person

      For the purposes of Section 3 of this Agreement, Party A represents to
      Party B (which representation will be deemed to be repeated by Party A
      on each date on which a Transaction is entered into and until all
      outstanding payment and delivery obligations of Party A, from time to
      time, under this Agreement have been satisfied in full) that it is an
      authorised person for the purposes of the Financial Services and Markets
      Act 2000 (or any successor to it).

(k)   Ratings Downgrade of Party A - Standard & Poor's Rating Services, a
      division of The McGraw-Hill Companies Inc. ("S&P")

      (i)   Initial S&P Note Downgrade Event

      In the event that an Initial S&P Note Downgrade Event occurs, then Party
      A shall, within 30 days of the occurrence of such Initial S&P Note
      Downgrade Event, at its own cost, either:-

      (A)   provide collateral in the form of cash and/or securities or both
            in support of its obligations under this Agreement in accordance
            with the provisions of the Credit Support Annex; or


---------
(3)   The words in square brackets will not be incorporated into the
      Confirmation where the Class of the Issuer Notes referred to therein are
      rated on their issuance "AAA" (or equivalent) by S&P, "AAA" (or
      equivalent) by Fitch and "Aaa" (or equivalent) by Moody's.


                                      34
<PAGE>


      (B)   subject to Part 5(u), transfer all of its rights and obligations
            with respect to this Agreement to a replacement third party whose
            short-term, unsecured and unsubordinated debt obligations are
            rated at least as high as "A-1+" (or its equivalent) by S&P or
            such other rating as is commensurate with the rating assigned to
            the Issuer Notes by S&P from time to time; or

      (C)   procure another person to become co-obligor or guarantor in
            respect of the obligations of Party A under this Agreement whose
            short-term, unsecured and unsubordinated debt obligations are
            rated at least as high as "A-1+" (or its equivalent) by S&P or
            such other rating as is commensurate with the rating assigned to
            the Issuer Notes by S&P from time to time; or

      (D)   take such other action as Party A may agree with S&P as will
            result in the rating of the Issuer Notes then outstanding
            following the taking of such action being rated no lower than the
            rating of the Issuer Notes immediately prior to such downgrade.

      (ii)  Subsequent S&P Note Downgrade Event

            (A)   Party A shall, within 10 days of the occurrence of a
                  Subsequent S&P Note Downgrade Event, at its own cost and
                  expense, use its best endeavours to take the action set out
                  in sub-paragraph (k)(i)(B); (k)(i)(C) or (k)(i)(D) above;
                  and

            (B)   if, at the time a Subsequent S&P Note Downgrade Event
                  occurs, Party A has provided collateral in accordance with
                  the provisions of the Credit Support Annex pursuant to
                  sub-paragraph (k)(i)(A) above following an Initial S&P Note
                  Downgrade Event, it will continue to provide collateral
                  notwithstanding the occurrence of a Subsequent S&P Note
                  Downgrade Event until such time as the action in
                  sub-paragraph (k)(ii)(A) above has been taken.

      (iii) Additional Termination Events

            Without prejudice to the consequences of Party A breaching any
            provision of this Agreement (other than this paragraph (j)) or
            failing to post collateral under the Credit Support Annex in
            accordance with Moody's Criteria or the Fitch Criteria, if Party A
            does not take any of the measures described in sub-paragraphs
            (k)(i) or (k)(ii) above such failure shall not be or give rise to
            an Event of Default but shall constitute an Additional Termination
            Event with respect to Party A and shall be deemed to have occurred
            on the thirtieth day following the Initial S&P Note Downgrade
            Event or Subsequent S&P Note Downgrade Event, as applicable, with
            Party A as the sole Affected Party.

            However, in the event that Party B were to designate an Early
            Termination Date and there would be a payment due to Party A,
            Party B may only designate such an Early Termination Date in
            respect of an Additional Termination Event under this
            sub-paragraph (k)(iii) if Party B has found a replacement
            counterparty willing to enter into a new transaction with Party B
            on terms that reflect as closely as reasonably possible (as the
            Note Trustee, on


                                      35
<PAGE>


            behalf of Party B may, in its absolute discretion, determine) the
            economic, legal and credit terms of the Terminated Transaction
            with Party A.

      (iv)  S&P Definitions

            For the purposes of this Part 5(k):

            an "Initial S&P Note Downgrade Event" will occur where:

            (a)   the short-term, unsecured and unsubordinated debt
                  obligations of Party A (or its successor), or any guarantor
                  of Party A's obligations under this Agreement (or its
                  successor), cease to be rated at least as high as "A-1+" (or
                  its equivalent) by S&P, and

            (b)   as a result of such cessation, the then current rating of
                  the Issuer Notes may, in the reasonable opinion of S&P, be
                  downgraded or placed under review for possible downgrade;
                  and

            a "Subsequent Note Downgrade Event" will occur where:

            (a)   the long-term, unsecured and unsubordinated debt obligations
                  of Party A (or its successor), or any guarantor of Party A's
                  obligations under this Agreement (or its successor), cease
                  to be rated at least as high as "BBB-" (or its equivalent)
                  by S&P, and

            (b)   as a result of such cessation, the then current rating of
                  the Issuer Notes may, in the reasonable opinion of S&P, be
                  downgraded or placed under review for possible downgrade.

(l)   Ratings Downgrade of Party A - Moody's Investors Service Limited
      ("Moody's")

      (i)   Moody's Definitions

            "Moody's Short-term Rating" means a rating assigned by Moody's
            under its short-term rating scale in respect of an entity's
            short-term, unsecured and unsubordinated debt obligations.

            "Relevant Entities" means Party A and any guarantor under an
            Eligible Guarantee in respect of all of Party A's present and
            future obligations under this Agreement.

            the "Moody's First Rating Trigger Requirements" shall apply so
            long as no Relevant Entity has the Moody's First Trigger Required
            Ratings

            An entity shall have the "Moody's First Trigger Required Ratings"
            (A) where such entity is the subject of a Moody's Short-term
            Rating, if such rating is "Prime-1" and its long-term, unsecured
            and unsubordinated debt or counterparty obligations are rated "A2"
            or above by Moody's and (B) where such entity is not the subject
            of a Moody's Short-term Rating, if its long-term,


                                      36
<PAGE>


            unsecured and unsubordinated debt or counterparty obligations are
            rated "A1" or above by Moody's.

            the "Moody's Second Rating Trigger Requirements" shall apply so
            long as no Relevant Entity has the Moody's Second Trigger Required
            Ratings.

            An entity shall have the "Moody's Second Trigger Required Ratings"
            (A) where such entity is the subject of a Moody's Short-term
            Rating, if such rating is "Prime-2" or above and its long-term,
            unsecured and unsubordinated debt or counterparty obligations are
            rated "A3" or above by Moody's and (B) where such entity is not
            the subject of a Moody's Short-term Rating, if its long-term,
            unsecured and unsubordinated debt or counterparty obligations are
            rated "A3" or above by Moody's.


      (ii)  Subsequent Moody's Note Downgrade Event

            So long as the Moody's Second Rating Trigger Requirements apply,
            Party A will at its own cost use commercially reasonable efforts
            to, as soon as reasonably practicable, procure either (A) an
            Eligible Guarantee in respect of all of Party A's present and
            future obligations under this Agreement to be provided by a
            guarantor with the First Trigger Required Ratings and/or the
            Second Trigger Required Ratings or (B) a transfer in accordance
            with Part 5(u) below.

      (iii) Additional Termination Events and Event of Default

      Without prejudice to any Event of Default resulting from a failure to
      post collateral under the Credit Support Annex in accordance with the
      S&P Criteria or the Fitch Criteria, any failure by Party A to comply
      with or perform any obligation to be complied with or performed by Party
      A under the Credit Support Annex shall not be an Event of Default unless
      (A) the Moody's Second Rating Trigger Requirements apply and at least 30
      Local Business Days have elapsed since the last time the Moody's Second
      Rating Trigger Requirements did not apply and (B) such failure is not
      remedied on or before the third Local Business Day after notice of such
      failure is given to Party A.

      Each of the following shall constitute an Additional Termination Event
      with Party A as Affected Party:

      Moody's First Rating Trigger Collateral. Party A has failed to comply
      with or perform any obligation to be complied with or performed by Party
      A in accordance with the Credit Support Annex and either (A) the Moody's
      Second Rating Trigger Requirements do not apply or (B) less than 30
      Local Business Days have elapsed since the last time the Moody's Second
      Rating Trigger Requirements did not apply.

      Moody's Second Rating Trigger Replacement. (A) The Moody's Second Rating
      Trigger Requirements apply and 30 or more Local Business Days have
      elapsed since the last time the Moody's Second Rating Trigger
      Requirements did not apply and (B) at least one Eligible Replacement has
      provided a Market Quotation on the basis that paragraphs (i) and (ii) of
      Part 5(w) below (Close-Out Calculations) apply (which remains capable of
      becoming legally binding upon acceptance).


                                      37
<PAGE>


(m)   Ratings Downgrade of Party A - Fitch Ratings Ltd ("Fitch")

      (i)   Initial Fitch Note Downgrade Event

            Party A will, on a reasonable efforts basis, within 30 days of the
            occurrence of an Initial Fitch Note Downgrade Event, at its own
            cost, either:-

            (A)   provide collateral in the form of cash or securities or
                  both, in support of its obligations under this Agreement, in
                  accordance with the provisions of the Credit Support Annex;
                  or

            (B)   subject to Part 5(u) transfer all of its rights and
                  obligations with respect to this Agreement to a replacement
                  third party whose long-term, unsecured and unsubordinated
                  debt ratings are rated at least as high as "A+" (or its
                  equivalent) by Fitch, and whose short-term, unsecured and
                  unsubordinated debt ratings are rated at least as high as
                  "F1" (or its equivalent) by Fitch or such other rating as is
                  commensurate with the rating assigned to the Issuer Notes by
                  Fitch from time to time; or

            (C)   procure another person to become co-obligor or guarantor in
                  respect of the obligations of Party A under this Agreement
                  whose long-term, unsecured and unsubordinated debt ratings
                  are rated at least as high as "A+" (or its equivalent) by
                  Fitch, and whose short-term, unsecured and unsubordinated
                  debt ratings are rated at least as high as "F1" (or its
                  equivalent) by Fitch or such other rating as is commensurate
                  with the rating assigned to the Issuer Notes by Fitch from
                  time to time; or

            (D)   take such other action as Party A may agree with Fitch as
                  will result in the rating of the Issuer Notes then
                  outstanding being maintained, or obtain confirmation from
                  Fitch that there is no adverse effect on the rating of the
                  Issuer Notes as a result of that Initial Fitch Downgrade
                  Event so that none of the courses of action outlined at
                  (m)(i)(A), (m)(i)(B) or (m)(i)(C) above need be pursued in
                  respect of such Initial Fitch Downgrade Event.

      (ii)  First Subsequent Fitch Note Downgrade Event

            Party A will,

            (A)   at its own cost, within 30 days of the occurrence of a First
                  Subsequent Fitch Note Downgrade Event provide collateral in
                  the form of cash or securities or both, in support of its
                  obligations under this Agreement in accordance with the
                  provisions of the Credit Support Annex; provided that, if at
                  the time when a First Subsequent Fitch Note Downgrade Event
                  Party A has provided collateral pursuant to the Credit
                  Support Annex pursuant to sub-paragraph (m)(i)(A) above it
                  will continue to provide collateral notwithstanding the
                  occurrence of a First Subsequent Fitch Note Downgrade Event;
                  provided further that, in either case, the mark-to-market
                  calculations and the correct and timely provision of


                                      38
<PAGE>


                  collateral thereunder are verified by an independent third
                  party within five Local Business Days of the date on which
                  collateral is provided pursuant to this sub-paragraph
                  (m)(ii)(A) and thereafter, on a periodic basis on every
                  fifth Local Business Day whilst collateral is being provided
                  pursuant to this sub-paragraph (m)(ii)(A) (with the costs of
                  such independent verification being borne by Party A); or

            on a reasonable efforts basis, within 30 days of the occurrence of
            a First Subsequent Fitch Note Downgrade Event, at its own cost,
            either:

            (B)   subject to Part 5(u), transfer all of its rights and
                  obligations with respect to this Agreement to a replacement
                  third party whose long-term, unsecured and unsubordinated
                  debt ratings are rated at least as high as "A+" (or its
                  equivalent) by Fitch, and whose short-term, unsecured and
                  unsubordinated debt ratings are rated at least as high as
                  "F1" (or its equivalent) by Fitch or such other rating as is
                  commensurate with the rating assigned to the Issuer Notes by
                  Fitch from time to time; or

            (C)   procure another person to become co-obligor or guarantor in
                  respect of the obligations of Party A under this Agreement
                  whose long-term, unsecured and unsubordinated debt ratings
                  are rated at least as high as "A+" (or its equivalent) by
                  Fitch, and whose short-term, unsecured and unsubordinated
                  debt ratings are rated at least as high as "F1" (or its
                  equivalent) by Fitch or such other rating as is commensurate
                  with the rating assigned to the Issuer Notes by Fitch from
                  time to time; or

            (D)   take such other action as Party A may agree with Fitch as
                  will result in the rating of the Issuer Notes then
                  outstanding being maintained, or obtain confirmation from
                  Fitch that there is no adverse effect on the rating of the
                  Issuer Notes as a result of that First Subsequent Fitch
                  Downgrade Event so that none of the courses of action
                  outlined at (m)(ii)(A), (m)(ii)(B) or (m)(ii)(C) above need
                  be pursued in respect of such First Subsequent Fitch
                  Downgrade Event.

      (iii) Second Subsequent Fitch Note Downgrade Event

            Party A will, on a reasonable efforts basis, within 30 days of the
            occurrence of a Second Subsequent Fitch Note Downgrade Event, at
            its own cost, either:

            (A)   Subject to Part 5(u), transfer all of its rights and
                  obligations with respect to this Agreement to a replacement
                  third party whose long-term, unsecured and unsubordinated
                  debt ratings are rated at least as high as "A+" (or its
                  equivalent) by Fitch, and whose short-term, unsecured and
                  unsubordinated debt ratings are rated at least as high as
                  "F1" (or its equivalent) by Fitch or such other rating as is
                  commensurate with the rating assigned to the Issuer Notes by
                  Fitch from time to time; or

            (B)   procure another person to become co-obligor or guarantor in
                  respect of the obligations of Party A under this Agreement
                  whose long-term,


                                      39
<PAGE>


                  unsecured and unsubordinated debt ratings are rated at least
                  as high as "A+" (or its equivalent) by Fitch, and whose
                  short-term, unsecured and unsubordinated debt ratings are
                  rated at least as high as "F1" (or its equivalent) by Fitch
                  or such other rating as is commensurate with the rating
                  assigned to the Issuer Notes by Fitch from time to time; or

            (C)   take such other action as Party A may agree with Fitch as
                  will result in the rating of the Issuer Notes then
                  outstanding being maintained, or obtain confirmation from
                  Fitch that there is no adverse effect on the rating of the
                  Issuer Notes as a result of that Second Subsequent Fitch
                  Downgrade Event so that none of the courses of action
                  outlined at (m)(iii)(A) or (m)(iii)(B) above need be pursued
                  in respect of such Second Subsequent Fitch Downgrade Event.

      (iv)  Second Subsequent Fitch Note Downgrade Event - Collateral
            Requirements

            Pending compliance with any of sub-paragraphs (m)(iii)(A),
            (m)(iii)(B) or (m)(iii)(C) above, Party A will provide, at its own
            cost, within 10 days of such Second Subsequent Fitch Note
            Downgrade Event or 30 days of the occurrence of First Subsequent
            Fitch Note Downgrade Event, whichever is the earlier, collateral
            in the form of cash or securities or both, in support of its
            obligations under this Agreement in accordance with the provisions
            of the Credit Support Annex; provided that, if at the time when an
            Initial Fitch Note Downgrade Event or a First Subsequent Fitch
            Note Downgrade Event, as the case may be, occurs Party A has
            provided collateral pursuant to the Credit Support Annex pursuant
            to sub-paragraphs (m)(i)(A) or (m)(ii)(A) above, it will continue
            to provide collateral notwithstanding the occurrence of a Second
            Subsequent Fitch Note Downgrade Event; provided further that in
            either case, the mark-to-market calculations and the correct and
            timely provision of collateral thereunder are verified by an
            independent third party (with the costs of such independent
            verification being borne by Party A).

      (v)   Additional Termination Events

            Without prejudice to the consequences of Party A breaching any
            provision of this Agreement (other than this paragraph (l)) or
            failing to post collateral under the Credit Support Annex in
            accordance with Moody's Criteria or the S&P Criteria, if Party A
            does not take any of the measures described in sub-paragraphs
            (m)(i), (m)(ii) or (m)(iii) above such failure shall not be or
            give rise to an Event of Default but shall constitute an
            Additional Termination Event with respect to Party A and shall be
            deemed to have occurred on the thirtieth day following such
            Initial Fitch Note Downgrade Event, First Subsequent Fitch Note
            Downgrade Event or Second Subsequent Fitch Note Downgrade Event,
            as the case may be, with Party A as the sole Affected Party.

            However, in the event that Party B were to designate an Early
            Termination Date and there would be a payment due to Party A,
            Party B may only designate such an Early Termination Date in
            respect of an Additional Termination Event under this
            sub-paragraph (m)(v) if Party B has found a replacement
            counterparty willing to enter a new transaction with Party B on
            terms that reflect as closely as reasonably possible (as the Note
            Trustee, on


                                      40
<PAGE>


            behalf of Party B, may, in its absolute discretion, determine) the
            economic, legal and credit terms of the Terminated Transactions
            with Party A.

      (vi)  Fitch Definitions

            For the purposes of this Part 5(m):

            an "Initial Fitch Note Downgrade Event" will occur where, the
            long-term, unsecured and unsubordinated debt obligations of Party
            A (or its successor) or, if relevant, any guarantor of Party A's
            obligations under this Agreement (or its successor) cease to be
            rated at least as high as "A+" (or its equivalent) by Fitch, or
            the short-term, unsecured and unsubordinated debt obligations of
            Party A (or its successor) or any guarantor of Party A's
            obligations under this Agreement (or its successor), cease to be
            rated at least as high as "F1" (or its equivalent) by Fitch;

            a "First Subsequent Fitch Note Downgrade Event" will occur where,
            the long-term, unsecured and unsubordinated debt obligations of
            Party A (or its successor) or, if relevant, any guarantor of Party
            A's obligations under this Agreement (or its successor), cease to
            be rated at least as high as "BBB+" (or its equivalent) by Fitch,
            or the short-term, unsecured and unsubordinated debt obligations
            of Party A (or its successor) or any guarantor of Party A's
            obligations under this Agreement (or its successor), cease to be
            rated at least as high as "F2" (or its equivalent) by Fitch; and

            a "Second Subsequent Fitch Note Downgrade Event" will occur where,
            the long-term, unsecured and unsubordinated debt obligations of
            Party A (or its successor) or, if relevant, any guarantor of Party
            A's obligations under this Agreement (or its successor), cease to
            be rated at least as high as "BBB-" (or its equivalent) by Fitch,
            or the short-term, unsecured and unsubordinated debt obligations
            of Party A (or its successor) or any guarantor of Party A's
            obligations under this Agreement (or its successor), cease to be
            rated at least as high as "F3" (or its equivalent) by Fitch.

(n)   Additional Section 3 and Tax Deductibility Representations

      (i)   Section 3 is amended by the addition at the end thereof of the
            following additional representation:-

            "(g) No Agency. It is entering into this Agreement and each
            Transaction as principal and not as agent of any person."

      (ii)  Party A represents to Party B (which representation will be deemed
            to be repeated by Party A on each date on which a Transaction is
            entered into) that its obligations under this Agreement rank pari
            passu with all of its other unsecured, unsubordinated obligations
            except those obligations preferred by operation of law.

      (iii) The following representation (the "Additional Tax Representation")
            will apply to Party A and will not apply to Party B and will be
            deemed to be


                                      41
<PAGE>


            repeated by Party A at all times until the termination of this
            Agreement. In relation to each Transaction, either:

            (A)   it is resident in the United Kingdom for United Kingdom tax
                  purposes, or

            (B)   the conditions of Paragraph 31(6) or Paragraph 31(7) of
                  Schedule 26 of the Finance Act 2002 (in each case as amended
                  or re-enacted from time to time) are satisfied with respect
                  to the relevant Transaction.

(o)   Recording of Conversations

      Each party: (i) consents to the recording of telephone conversations
      between the trading, marketing and other relevant personnel of the
      parties in connection with this Agreement or any potential Transaction,
      (ii) agrees to obtain any necessary consent of, and give any necessary
      notice of such recording to, its relevant personnel, and (iii) agrees,
      to the extent permitted by applicable law, that recordings may be
      submitted in evidence in any Proceedings.

(p)   Relationship between the parties

      The Agreement is amended by the insertion after Section 14 of an
      additional Section 15, reading in its entirety as follows:

      "15. Relationship between the parties

      Each party will be deemed to represent to the other party on the date on
      which it enters into a Transaction that (absent a written agreement
      between the parties that expressly imposes affirmative obligations to
      the contrary for that Transaction):-

      (i)   Non Reliance. It is acting for its own account, and it has made
            its own decisions to enter into that Transaction and as to whether
            that Transaction is appropriate or proper for it based upon its
            own judgment and advice from such advisers as it has deemed
            necessary. It is not relying on any communication (written or
            oral) of the other party as investment advice or as a
            recommendation to enter into that Transaction; it being understood
            that information and explanations related to the terms and
            conditions of a Transaction shall not be considered investment
            advice or a recommendation to enter into that Transaction. It has
            not received from the other party any assurance or guarantee as to
            the expected results of that Transaction.

      (ii)  Assessment and Understanding. It is capable of assessing the
            merits of and understanding (on its own behalf or through
            independent professional advice), and understands and accepts, the
            terms, conditions and risks of that Transaction. It is also
            capable of assuming, and assumes, the financial and other risks of
            that Transaction.

      (iii) Status of Parties. The other party is not acting as a fiduciary
            for or an adviser to it in respect of that Transaction."


                                      42
<PAGE>


(q)   Tax

      The Agreement is amended by deleting Section 2(d) in its entirety and
      replacing it with the following:

      "(d) Deduction or Withholding for Tax

      (i)   Requirement to Withhold

            All payments under this Agreement will be made without any
            deduction or withholding for or on account of any Tax unless such
            deduction or withholding is required (including, for the avoidance
            of doubt, if such deduction or withholding is required in order
            for the payer to obtain relief from Tax) by any applicable law, as
            modified by the practice of any relevant governmental revenue
            authority, then in effect. If a party ("X") is so required to
            deduct or withhold, then that party (the "Deducting Party"):-

            (A)   will promptly notify the other party ("Y") of such
                  requirement;

            (B)   will pay to the relevant authorities the full amount
                  required to be deducted or withheld (including the full
                  amount required to be deducted or withheld from any Gross Up
                  Amount (as defined below) paid by the Deducting Party to Y
                  under this Section 2(d)) promptly upon the earlier of
                  determining that such deduction or withholding is required
                  or receiving notice that such amount has been assessed
                  against Y;

            (C)   will promptly forward to Y an official receipt (or a
                  certified copy), or other documentation reasonably
                  acceptable to Y, evidencing such payment to such
                  authorities; and

            (D)   if X is Party A, X will promptly pay in addition to the
                  payment to which Party B is otherwise entitled under this
                  Agreement, such additional amount (the "Gross Up Amount") as
                  is necessary to ensure that the net amount actually received
                  by Party B will equal the full amount which Party B would
                  have received had no such deduction or withholding been
                  required.

      (ii)  Liability

            If:

            (A)   X is required by any applicable law, as modified by the
                  practice of any relevant governmental revenue authority, to
                  make any deduction or withholding for or on account of any
                  Tax in respect of payments under this Agreement; and

            (B)   X does not so deduct or withhold; and

            (C)   a liability resulting from such Tax is assessed directly
                  against X,


                                      43
<PAGE>


                  then, except to the extent that Y has satisfied or then
                  satisfies the liability resulting from such Tax, (A) where X
                  is Party B, Party A will promptly pay to Party B the amount
                  of such liability (the "Liability Amount") (including any
                  related liability for interest and together with an amount
                  equal to the Tax payable by Party B on receipt of such
                  amount but including any related liability for penalties
                  only if Party A has failed to comply with or perform any
                  agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d))
                  and Party B will promptly pay to the relevant government
                  revenue authority the amount of such liability (including
                  any related liability for interest and penalties) and (B)
                  where X is Party A and Party A would have been required to
                  pay a Gross Up Amount to Party B, Party A will promptly pay
                  to the relevant government revenue authority the amount of
                  such liability (including any related liability for interest
                  and penalties).

      (iii) Tax Credit, etc.

            (a)   Where Party A pays an amount in accordance with Section
                  2(d)(i)(D) or 2(d)(ii)(C) above, Party B undertakes as
                  follows:-

                  (1)   to the extent that Party B obtains any Tax credit,
                        allowance, set-off or repayment from the tax
                        authorities of any jurisdiction relating to any
                        deduction or withholding giving rise to such payment
                        or in the case of Section 2(d)(ii)(B) the amount to be
                        assessed ("Tax Credit"), it shall pay to Party A on
                        the next Note Interest Payment Date after receipt of
                        the same so much of the cash benefit (as determined in
                        accordance with sub-paragraph (iii)(a)(2) below)
                        relating thereto which it has received as will leave
                        Party B in substantially the same (but in any event no
                        worse) position as Party B would have been in if no
                        such deduction or withholding had been required or the
                        amount had not been so assessed;

                  (2)   the "cash benefit" shall, in the case of credit,
                        allowance or set-off, be the additional amount of Tax
                        which would have been payable by Party B in the
                        jurisdiction referred to in sub-paragraph (iii)(a)(1)
                        above but for the obtaining by it of the said Tax
                        credit, allowance or set-off and, in the case of a
                        repayment, shall be the amount of the repayment
                        together, in either case, with any related interest or
                        similar payment obtained by Party B; and

                  (3)   it will use all best endeavours to obtain any Tax
                        Credit as soon as is reasonably practicable, provided
                        that it shall be the sole judge of the amount of any
                        such Tax Credit and of the date on which the same is
                        received and shall not be obliged to disclose to Party
                        A any information regarding its tax affairs or tax
                        computations save that Party B shall, upon request by
                        Party A, supply Party A with a reasonably detailed
                        explanation of its calculation of the amount of any
                        such Tax Credit and of the date on which the same is
                        received.


                                      44
<PAGE>


                        The definition of "Indemnifiable Tax" in Section 14
                        shall be deleted and the following shall be
                        substituted therefor:

                        "Indemnifiable Tax" means any Tax."

(r)   Change of Account

      Section 2(b) of this Agreement is hereby amended by the addition of the
      following at the end thereof:

      "; provided that such new account shall be in the same legal and tax
      jurisdiction as the original account and such new account, in the case
      of Party B, is held with a financial institution with a long-term
      unsecured and unsubordinated debt obligation rating of at least "A1" by
      Moody's and a short-term unsecured, unsubordinated and unguaranteed debt
      obligation rating of at least "P-1" by Moody's and "A-1+" by S&P."

(s)   Condition Precedent

      Section 2(a)(iii) shall be amended by the deletion of the words "or
      Potential Event of Default" in respect of conditions precedent to the
      obligations of Party A only.

(t)   Representations

      (i)   Section 3(a)(v) shall be amended by the addition of the words
            "(with the exception of Section 11 insofar as it relates to any
            Stamp Tax)" after the words "this Agreement".

      (ii)  Section 3(b) shall be amended by the deletion of the words "or
            Potential Event of Default" in respect of the representation given
            by Party B only.

(u)   Transfers

      (i)   Section 7 of this Agreement shall not apply to Party A, who shall
            be required to comply with, and shall be bound by, the following:

            Without prejudice to Section 6(b)(ii) Party A may transfer all its
            interest and obligations in and under this Agreement to any other
            entity (a "Transferee"), provided that:

            (a)   it has given five Business Days prior written notice to the
                  Note Trustee;

            (b)   the Transferee is an Eligible Replacement

            (c)   as of the date of such transfer the Transferee will not, as
                  a result of such transfer, be required to withhold or deduct
                  on account of Tax under this Agreement without being
                  required to pay a Gross Up Amount in respect of such Tax;

            (d)   a Termination Event or an Event of Default does not occur
                  under this Agreement as a result of such transfer;


                                      45
<PAGE>


            (e)   no additional amount will be payable by Party B to Party A
                  or the Transferee on the next succeeding Scheduled Payment
                  Date as a result of such transfer; and

            (f)   (if the Transferee is domiciled in a different country from
                  both Party A and Party B) S&P and Fitch have provided prior
                  written notification that the then current ratings of the
                  Issuer Notes will not be adversely affected.

            Following such transfer all references to Party A shall be deemed
            to be references to the Transferee.

(v)   Contracts (Rights of Third Parties) Act 1999

      A person who is not a party to this Agreement shall have no right under
      the Contracts (Rights of Third Parties) Act 1999 to enforce any of its
      terms but this shall not affect any right or remedy of a third party
      which exists or is available apart from that Act.

(w)   Modifications to close-out provisions

      Unless otherwise specified in a Confirmation, "Market Quotation" and
      "Second Method" will apply for the purpose of Section 6(e) of this
      Agreement.

      Notwithstanding Section 6 of this Agreement, so long as Party A is (A)
      the Affected Party in respect of an Additional Termination Event or (B)
      the Defaulting Party in respect of any Event of Default, paragraphs (i)
      to (vi) below shall apply:

      (i) The definition of "Market Quotation" shall be deleted in its
      entirety and replaced with the following:

      ""Market Quotation" means, with respect to one or more Terminated
      Transactions, a Firm Offer which is (1) made by a Reference Market-maker
      that is an Eligible Replacement, (2) for an amount that would be paid to
      Party B (expressed as a negative number) or by Party B (expressed as a
      positive number) in consideration of an agreement between Party B and
      such Reference Market-maker to enter into a transaction (the
      "Replacement Transaction") that would have the effect of preserving for
      such party the economic equivalent of any payment or delivery (whether
      the underlying obligation was absolute or contingent and assuming the
      satisfaction of each applicable condition precedent) by the parties
      under Section 2(a)(i) in respect of such Terminated Transactions or
      group of Terminated Transactions that would, but for the occurrence of
      the relevant Early Termination Date, have been required after that Date,
      (3) made on the basis that Unpaid Amounts in respect of the Terminated
      Transaction or group of Transactions are to be excluded but, without
      limitation, any payment or delivery that would, but for the relevant
      Early Termination Date, have been required (assuming satisfaction of
      each applicable condition precedent) after that Early Termination Date
      is to be included and (4) made in respect of a Replacement Transaction
      with terms substantially the same as those of this Agreement (save for
      the exclusion of provisions relating to Transactions that are not
      Terminated Transactions)."


                                      46
<PAGE>


      (ii) The definition of "Settlement Amount" shall be deleted in its
      entirety and replaced with the following:

      ""Settlement Amount" means, with respect to any Early Termination Date,
      an amount (as determined by Party B) equal to the Termination Currency
      Equivalent of the amount (whether positive or negative) of any Market
      Quotation for the relevant Terminated Transaction or group of Terminated
      Transactions that is accepted by Party B so as to become legally
      binding, Provided that:

      (1)   If, on the day falling ten Local Business Days after the day on
            which the Early Termination Date is designated or such later day
            as Party B may specify in writing to Party A (but in either case
            no later than the Early Termination Date) (such day the "Latest
            Settlement Amount Determination Day"), no Market Quotation for the
            relevant Terminated Transaction or group of Terminated
            Transactions has been accepted by Party B so as to become legally
            binding and one or more Market Quotations have been communicated
            to Party B and remain capable of becoming legally binding upon
            acceptance by Party B, the Settlement Amount shall equal the
            Termination Currency Equivalent of the amount (whether positive or
            negative) of the lowest of such Market Quotations (for the
            avoidance of doubt, the lowest of such Market Quotations shall be
            the lowest Market Quotation of such Market Quotations expressed as
            a positive number or, if any of such Market Quotations is
            expressed as a negative number, the Market Quotation expressed as
            a negative number with the largest absolute value); and

      (2)   If, on the Latest Settlement Amount Determination Day, no Market
            Quotation for the relevant Terminated Transaction or group of
            Terminated Transactions is accepted by Party B so as to become
            legally binding and no Market Quotations have been communicated to
            Party B and remain capable of becoming legally binding upon
            acceptance by Party B, the Settlement Amount shall equal Party B's
            Loss (whether positive or negative and without reference to any
            Unpaid amounts) for the relevant Terminated Transaction or group
            of Terminated Transactions.

      (3)   For the purpose of paragraph (4) of the definition of Market
            Quotation, Party B shall determine in its sole discretion, acting
            in a commercially reasonable manner, whether a Firm Offer is made
            in respect of a Replacement Transaction with terms substantially
            the same as those of this Agreement (save for the exclusion of
            provisions relating to Transactions that are not Terminated
            Transactions).

      (4)   At any time on or before the Latest Settlement Amount
            Determination Day at which two or more Market Quotations have been
            communicated to Party B and remain capable of becoming legally
            binding upon acceptance by Party B, Party B shall be entitled to
            accept only the lowest of such Market Quotations (for the
            avoidance of doubt, the lowest of such Market Quotations shall be
            the lowest Market Quotation of such Market Quotations expressed as
            a positive number or, if any of such Market Quotations is
            expressed as a negative number, the Market Quotation expressed as
            a negative number with the largest absolute value).


                                      47
<PAGE>


      (5)   if Party B requests Party A in writing to obtain Market
            Quotations, Party A shall use its reasonable efforts to do so
            before the Latest Settlement Amount Determination Day.

      (6)   If the Settlement Amount is a negative number, Section 6(e)(i)(3)
            of this Agreement shall be deleted in its entirety and replaced
            with the following:

            "Second Method and Market Quotation. If Second Method and Market
            Quotation apply, (1) Party B shall pay to Party A an amount equal
            to the absolute value of the Settlement Amount in respect of the
            Terminated Transactions, (2) Party B shall pay to Party A the
            Termination Currency Equivalent of the Unpaid Amounts owing to
            Party A and (3) Party A shall pay to Party B the Termination
            Currency Equivalent of the Unpaid Amounts owing to Party B,
            Provided that, (i) the amounts payable under (2) and (3) shall be
            subject to netting in accordance with Section 2(c) of this
            Agreement and (ii) notwithstanding any other provision of this
            Agreement, any amount payable by Party A under (3) shall not be
            netted-off against any amount payable by Party B under (1)."

(x)   Definitions

      "Eligible Guarantee" means an unconditional and irrevocable guarantee
      that is provided by a guarantor as principal debtor rather than surety
      and is directly enforceable by Party B, where either (A) a law firm has
      given a legal opinion confirming that none of the guarantor's payments
      to Party B under such guarantee will be subject to withholding for Tax
      or (B) such guarantee provides that, in the event that any of such
      guarantor's payments to Party B are subject to withholding for Tax, such
      guarantor is required to pay such additional amount as is necessary to
      ensure that the net amount actually received by Party B (free and clear
      of any withholding tax) will equal the full amount Party B would have
      received had no such withholding been required.


      "Eligible Replacement" means an entity (I) (A) with the Moody's First
      Trigger Required Ratings and/or the Second Trigger Required Ratings or
      (B) whose present and future obligations owing to Party B are guaranteed
      pursuant to an Eligible Guarantee provided by a guarantor with the the
      Moody's Second Trigger Required Ratings and (II) (A) whose short-term,
      unsecured and unsubordinated debt obligations are rated not less than
      "A-1+" by S&P and "F1" by Fitch or (B) whose obligations under this
      Agreement are guaranteed by an entity whose short-term, unsecured and
      unsubordinated debt obligations are then rated not less than "A-1+" by
      S&P and "F1"by Fitch.

      "Firm Offer" means an offer which, when made, was capable of becoming
      legally binding upon acceptance.

(y)   Moody's Notifications

      Notwithstanding any other provision of this Agreement, this Agreement
      shall not be amended, no Early Termination Date shall be effectively
      designated by Party B, and no transfer of any rights or obligations
      under this Agreement shall be made unless


                                      48
<PAGE>


      Moody's has been given prior written notice of such amendment,
      designation or transfer


                                      49
<PAGE>


(Bilateral Form - Transfer)(1)       (ISDA Agreements Subject to English Law)(2)

                                    ISDA(R)

             International Swaps and Derivatives Association, Inc.

                             CREDIT SUPPORT ANNEX

                            to the Schedule to the

                             ISDA Master Agreement

         dated as of the Effective Date specified in the Confirmation
                     ------------------------------------------------

                                    between

             Credit Suisse International  and  Granite Master Issuer plc
             ---------------------------       -------------------------

This Annex supplements, forms part of, and is subject to, the ISDA Master
Agreement referred to above and is part of its Schedule. For the purposes of
this Agreement, including, without limitation, Sections 1(c), 2(a), 5 and 6,
the credit support arrangements set out in this Annex constitute a Transaction
(for which this Annex constitutes the Confirmation).

Paragraph 1.  Interpretation

Capitalised terms not otherwise defined in this Annex or elsewhere in this
Agreement have the meanings specified pursuant to Paragraph 10, and all
references in this Annex to Paragraphs are to Paragraphs of this Annex. In the
event of any inconsistency between this Annex and the other provisions of this
Schedule, this Annex will prevail, and in the event of any inconsistency
between Paragraph 11 and the other provisions of this Annex, Paragraph 11 will
prevail. For the avoidance of doubt, references to "transfer" in this Annex
mean, in relation to cash, payment and, in relation to other assets, delivery.

Paragraph 2.  Credit Support Obligations

(a) Delivery Amount. Subject to Paragraphs 3 and 4, upon a demand made by the
Transferee on or promptly following a Valuation Date, if the Delivery Amount
for that Valuation Date


---------
(1) This document is not intended to create a charge or other security
interest over the assets transferred under its terms. Persons intending to
establish a collateral arrangement based on the creation of a charge or other
security interest should consider using the ISDA Credit Support Deed (English
law) or the ISDA Credit Support Annex (New York law), as appropriate.

(2) This Credit Support Annex has been prepared for use with ISDA Master
Agreements subject to English law. Users should consult their legal advisers
as to the proper use and effect of this form and the arrangements it
contemplates. In particular, users should consult their legal advisers if they
with to have the Credit Support Annex made subject to a governing law other
than English law or to have the Credit Support Annex subject to a different
governing law than that governing the rest of the ISDA Master Agreement (e.g.,
English law for the Credit Support Annex and New York law for the rest of the
ISDA Master Agreement.)


   Copyright(C) 1995 by International Swaps and Derivatives Association, Inc.


<PAGE>


equals or exceeds the Transferor's Minimum Transfer Amount, then the
Transferor will transfer to the Transferee Eligible Credit Support having a
Value as of the date of transfer at least equal to the applicable Delivery
Amount (rounded pursuant to Paragraph 11(b)(iii)(D)). Unless otherwise
specified in Paragraph 11(b), the "Delivery Amount" applicable to the
Transferor for any Valuation Date will equal the amount by which:

      (i) the Credit Support Amount

      exceeds

      (ii) the Value as of that Valuation Date of the Transferor's Credit
      Support Balance (adjusted to include any prior Delivery Amount and to
      exclude any prior Return Amount, the transfer of which, in either case,
      has not yet been completed and for which the relevant Settlement Day
      falls on or after such Valuation Date).

(b) Return Amount. Subject to Paragraphs 3 and 4, upon a demand made by the
Transferor on or promptly following a Valuation Date, if the Return Amount for
that Valuation Date equals or exceeds the Transferee's Minimum Transfer
Amount, then the Transferee will transfer to the Transferor Equivalent Credit
Support specified by the Transferor in that demand having a Value as of the
date of transfer as close as practicable to the applicable Return Amount
(rounded pursuant to Paragraph 11(b)(iii)(D)) and the Credit Support Balance
will, upon such transfer, be reduced accordingly. Unless otherwise specified
in Paragraph 11(b), the "Return Amount" applicable to the Transferee for any
Valuation Date will equal the amount by which:

      (i) the Value as of that Valuation Date of the Transferor's Credit
      Support Balance (adjusted to include any prior Delivery Amount and to
      exclude any prior Return Amount, the transfer of which, in either case,
      has not yet been completed and for which the relevant Settlement Day
      falls on or after such Valuation Date)

      exceeds

      (ii) the Credit Support Amount.

Paragraph 3. Transfers, Calculations and Exchanges

(a) Transfers. All transfers under this Annex of any Eligible Credit Support,
Equivalent Credit Support, Interest Amount or Equivalent Distributions shall
be made in accordance with the instructions of the Transferee or Transferor,
as applicable, and shall be made:

      (i) in the case of cash, by transfer into one or more bank accounts
      specified by the recipient;

      (ii) in the case of certificated securities which cannot or which the
      parties have agreed will not be delivered by book-entry, by delivery in
      appropriate physical form to the recipient or its account accompanied by
      any duly executed instruments of transfer, transfer tax stamps and any
      other documents necessary to constitute a legally valid transfer of the
      transferring party's legal and beneficial title to the recipient; and


                                      2
                                                                 ISDA(R) 1995
<PAGE>


      (iii) in the case of securities which the parties have agreed will be
      delivered by book-entry, by the giving of written instructions
      (including, for the avoidance of doubt, instructions given by telex,
      facsimile transmission or electronic messaging system) to the relevant
      depository institution or other entity specified by the recipient,
      together with a written copy of the instructions to the recipient,
      sufficient, if complied with, to result in a legally effective transfer
      of the transferring party's legal and beneficial title to the recipient.

Subject to Paragraph 4 and unless otherwise specified, if a demand for the
transfer of Eligible Credit Support or Equivalent Credit Support is received
by the Notification Time, then the relevant transfer will be made not later
than the close of business on the Settlement Day relating to the date such
demand is received; if a demand is received after the Notification Time, then
the relevant transfer will be made not later than the close of business on the
Settlement Day relating to the day after the date such demand is received.

(b) Calculations. All calculations of Value and Exposure for purposes of
Paragraphs 2 and 4(a) will be made by the relevant Valuation Agent as of the
relevant Valuation Time. The Valuation Agent will notify each party (or the
other party, if the Valuation Agent is a party) of its calculations not later
than the Notification Time on the Local Business Day following the applicable
Valuation Date (or, in the case of Paragraph 4(a), following the date of
calculation).

(c) Exchanges.

      (i) Unless otherwise specified in Paragraph 11, the Transferor may on
      any Local Business Day by notice inform the Transferee that it wishes to
      transfer to the Transferee Eligible Credit Support specified in that
      notice (the "New Credit Support") in exchange for certain Eligible
      Credit Support (the "Original Credit Support") specified in that notice
      comprised in the Transferor's Credit Support Balance.

      (ii) If the Transferee notifies the Transferor that it has consented to
      the proposed exchange, (A) the Transferor will be obliged to transfer
      the New Credit Support to the Transferee on the first Settlement Day
      following the date on which it receives notice (which may be oral
      telephonic notice) from the Transferee of its consent and (B) the
      Transferee will be obliged to transfer to the Transferor Equivalent
      Credit Support in respect of the Original Credit Support not later than
      the Settlement Day following the date on which the Transferee receives
      the New Credit Support, unless otherwise specified in Paragraph 11(d)
      (the "Exchange Date"); provided that the Transferee will only be obliged
      to transfer Equivalent Credit Support with a Value as of the date of
      transfer as close as practicable to, but in any event not more than, the
      Value of the New Credit Support as of that date.

Paragraph 4. Dispute Resolution

(a) Disputed Calculations or Valuations. If a party (a "Disputing Party")
reasonably disputes (I) the Valuation Agent's calculation of a Delivery Amount
or a Return Amount or (II) the Value of any transfer of Eligible Credit
Support or Equivalent Credit Support, then:


                                      3
                                                                 ISDA(R) 1995
<PAGE>


      (1) the Disputing Party will notify the other party and the Valuation
      Agent (if the Valuation Agent is not the other party) not later than the
      close of business on the Local Business Day following, in the case of
      (I) above, the date that the demand is received under Paragraph 2 or, in
      the case of (II) above, the date of transfer;

      (2) in the case of (I) above, the appropriate party will transfer the
      undisputed amount to the other party not later than the close of
      business on the Settlement Day following the date that the demand is
      received under Paragraph 2;

      (3) the parties will consult with each other in an attempt to resolve
      the dispute; and

      (4) if they fail to resolve the dispute by the Resolution Time, then:

            (i) in the case of a dispute involving a Delivery Amount or Return
            Amount, unless otherwise specified in Paragraph 11(c), the
            Valuation Agent will recalculate the Exposure and the Value as of
            the Recalculation Date by:

                  (A) utilising any calculations of that part of the Exposure
                  attributable to the Transactions that the parties have
                  agreed are not in dispute;

                  (B) calculating that part of the Exposure attributable to
                  the Transactions in dispute by seeking four actual
                  quotations at mid-market from Reference Market-makers for
                  purposes of calculating Market Quotation, and taking the
                  arithmetic average of those obtained; provided that if four
                  quotations are not available for a particular Transaction,
                  then fewer than four quotations may be used for that
                  Transaction, and if no quotations are available for a
                  particular Transaction, then the Valuation Agent's original
                  calculations will be used for the Transaction; and

                  (C) utilising the procedures specified in Paragraph
                  11(e)(ii) for calculating the Value, if disputed, of the
                  outstanding Credit Support Balance;

            (ii) in the case of a dispute involving the Value of any transfer
            of Eligible Credit Support or Equivalent Credit Support, the
            Valuation Agent will recalculate the Value as of the date of
            transfer pursuant to Paragraph 11(e)(ii).

Following a recalculation pursuant to this Paragraph, the Valuation Agent will
notify each party (or the other party, if the Valuation Agent is a party) as
soon as possible but in any event not later than the Notification Time on the
Local Business Day following the Resolution Time. The appropriate party will,
upon demand following such notice given by the Valuation Agent or a resolution
pursuant to (3) above and subject to Paragraph 3(a), make the appropriate
transfer.

(b) No Event of Default. The failure by a party to make a transfer of any
amount which is the subject of a dispute to which Paragraph 4(a) applies will
not constitute an Event of Default for as long as the procedures set out in
this Paragraph 4 are being carried out. For the avoidance of doubt, upon
completion of those procedures, Section 5(a)(i) of this Agreement will apply
to


                                      4
                                                                 ISDA(R) 1995
<PAGE>


any failure by a party to make a transfer required under the final sentence of
Paragraph 4(a) on the relevant due date.

Paragraph 5. Transfer of Title, No Security Interest, Distributions and
Interest Amount

(a) Transfer of Title. Each party agrees that all right, title and interest in
and to any Eligible Credit Support, Equivalent Credit Support, Equivalent
Distributions or Interest Amount which it transfers to the other party under
the terms of this Annex shall vest in the recipient free and clear of any
liens, claims, charges or encumbrances or any other interest of the
transferring party or of any third person (other than a lien routinely imposed
on all securities in a relevant clearance system).

(b) No Security Interest Nothing in this Annex is intended to create or does
create in favour of either party any mortgage, charge, lien, pledge,
encumbrance or other security interest in any cash or other property
transferred by one party to the other party under the terms of this Annex.

(c) Distributions and Interest Amount.

      (i) Distributions. The Transferee will transfer to the Transferor not
      later than the Settlement Day following each Distributions Date cash,
      securities or other property of the same type, nominal value,
      description and amount as the relevant Distributions ("Equivalent
      Distributions") to the extent that a Delivery Amount would not be
      created or increased by the transfer, as calculated by the Valuation
      Agent (and the date of calculation will be deemed a Valuation Date for
      this purpose).

      (ii) Interest Amount. Unless otherwise specified in Paragraph
      11(f)(iii), the Transferee will transfer to the Transferor at the times
      specified in Paragraph 11(f)(ii) the relevant Interest Amount to the
      extent that a Delivery Amount would not be created or increased by the
      transfer, as calculated by the Valuation Agent (and the date of
      calculation will be deemed a Valuation Date for this purpose).

Paragraph 6. Default

If an Early Termination Date is designated or deemed to occur as a result of
an Event of Default in relation to a party, an amount equal to the Value of
the Credit Support Balance, determined as though the Early Termination Date
were a Valuation Date, will be deemed to be an Unpaid Amount due to the
Transferor (which may or may not be the Defaulting Party) for purposes of
Section 6(e). For the avoidance of doubt, if Market Quotation is the
applicable payment measure for purposes of Section 6(e), then the Market
Quotation determined under Section 6(e) in relation to the Transaction
constituted by this Annex will be deemed to be zero, and, if Loss is the
applicable payment measure for purposes of Section 6(e), then the Loss
determined under Section 6(e) in relation to the Transaction will be limited
to the Unpaid Amount representing the Value of the Credit Support Balance.

Paragraph 7. Representation

Each party represents to the other party (which representation will be deemed
to be repeated as of each date on which it transfers Eligible Credit Support,
Equivalent Credit Support or


                                      5
                                                                 ISDA(R) 1995
<PAGE>


Equivalent Distributions) that it is the sole owner of or otherwise has the
right to transfer all Eligible Credit Support, Equivalent Credit Support or
Equivalent Distributions it transfers to the other party under this Annex,
free and clear of any security interest, lien, encumbrance or other
restriction (other than a lien routinely imposed on all securities in a
relevant clearance system).

Paragraph 8. Expenses

Each party will pay its own costs and expenses (including any stamp, transfer
or similar transaction tax or duty payable on any transfer it is required to
make under this Annex) in connection with performing its obligations under
this Annex, and neither party will be liable for any such costs and expenses
incurred by the other party.

Paragraph 9. Miscellaneous

(a) Default Interest. Other than in the case of an amount which is the subject
of a dispute under Paragraph 4(a), if a Transferee fails to make, when due,
any transfer of Equivalent Credit Support, Equivalent Distributions or the
Interest Amount, it will be obliged to pay the Transferor (to the extent
permitted under applicable law) an amount equal to interest at the Default
Rate multiplied by the Value on the relevant Valuation Date of the items of
property that were required to be transferred, from (and including) the date
that the Equivalent Credit Support, Equivalent Distributions or Interest
Amount were required to be transferred to (but excluding) the date of transfer
of the Equivalent Credit Support, Equivalent Distributions or Interest Amount.
This interest will be calculated on the basis of daily compounding and the
actual number of days elapsed.

(b) Good Faith and Commercially Reasonable Manner. Performance of all
obligations under this Annex, including, but not limited to, all calculations,
valuations and determinations made by either party, will be made in good faith
and in a commercially reasonable manner.

(c) Demands and Notices. All demands and notices given by a party under this
Annex will be given as specified in Section 12 of this Agreement.

(d) Specifications of Certain Matters. Anything referred to in this Annex as
being specified in Paragraph 11 also may be specified in one or more
Confirmations or other documents and this Annex will be construed accordingly.

Paragraph 10.  Definitions As used in this Annex:

"Base Currency" means the currency specified as such in Paragraph 11(a)(i).

"Base Currency Equivalent" means, with respect to an amount on a Valuation
Date, in the case of an amount denominated in the Base Currency, such Base
Currency amount and, in the case of an amount denominated in a currency other
than the Base Currency (the "Other Currency"), the amount of Base Currency
required to purchase such amount of the Other Currency at the spot exchange
rate determined by the Valuation Agent for value on such Valuation Date.

"Credit Support Amount" means, with respect to a Transferor on a Valuation
Date, (i) the Transferee's Exposure plus (ii) all Independent Amounts
applicable to the Transferor, if any,


                                      6
                                                                 ISDA(R) 1995
<PAGE>


minus (iii) all Independent Amounts applicable to the Transferee, if any,
minus (iv) the Transferor's Threshold; provided, however, that the Credit
Support Amount will be deemed to be zero whenever the calculation of Credit
Support Amount yields a number less than zero.

"Credit Support Balance" means, with respect to a Transferor on a Valuation
Date, the aggregate of all Eligible Credit Support that has been transferred
to or received by the Transferee under this Annex, together with any
Distributions and all proceeds of any such Eligible Credit Support or
Distributions, as reduced pursuant to Paragraph 2(b), 3(c)(ii) or 6. Any
Equivalent Distributions or Interest Amount (or portion of either) not
transferred pursuant to Paragraph 5(c)(i) or (ii) will form part of the Credit
Support Balance.

"Delivery Amount" has the meaning specified in Paragraph 2(a).

"Disputing Party" has the meaning specified in Paragraph 4.

"Distributions" means, with respect to any Eligible Credit Support comprised
in the Credit Support Balance consisting of securities, all principal,
interest and other payments and distributions of cash or other property to
which a holder of securities of the same type, nominal value, description and
amount as such Eligible Credit Support would be entitled from time to time.

"Distributions Date" means, with respect to any Eligible Credit Support
comprised in the Credit Support Balance other than cash, each date on which a
holder of such Eligible Credit Support is entitled to receive Distributions
or, if that date is not a Local Business Day, the next following Local
Business Day.

"Eligible Credit Support" means, with respect to a party, the items, if any,
specified as such for that party in Paragraph I1(b)(ii) including, in relation
to any securities, if applicable, the proceeds of any redemption in whole or
in part of such securities by the relevant issuer.

"Eligible Currency" means each currency specified as such in Paragraph
11(a)(ii), if such currency is freely available.

"Equivalent Credit Support" means, in relation to any Eligible Credit Support
comprised in the Credit Support Balance, Eligible Credit Support of the same
type, nominal value, description and amount as that Eligible Credit Support.

"Equivalent Distributions" has the meaning specified in Paragraph 5(c)(i).

"Exchange Date" has the meaning specified in Paragraph 11(d).

"Exposure" means, with respect to a party on a Valuation Date and subject to
Paragraph 4 in the case of a dispute, the amount, if any, that would be
payable to that party by the other party (expressed as a positive number) or
by that party to the other party (expressed as a negative number) pursuant to
Section 6(e)(ii)(1) of this Agreement if all Transactions (other than the
Transaction constituted by this Annex) were being terminated as of the
relevant Valuation Time, on the basis that (i) that party is not the Affected
Party and (ii) the Base Currency is the Termination Currency; provided that
Market Quotations will be determined by the Valuation


                                      7
                                                                 ISDA(R) 1995
<PAGE>


Agent on behalf of that party using its estimates at mid-market of the amounts
that would be paid for Replacement Transactions (as that term is defined in
the definition of "Market Quotation").

"Independent Amount" means, with respect to a party, the Base Currency
Equivalent of the amount specified as such for that party in Paragraph 11
(b)(iii)(A); if no amount is specified, zero.

"Interest Amount" means, with respect to an Interest Period, the aggregate sum
of the Base Currency Equivalents of the amounts of interest determined for
each relevant currency and calculated for each day in that Interest Period on
the principal amount of the portion of the Credit Support Balance comprised of
cash in such currency, determined by the Valuation Agent for each such day as
follows:

      (x)   the amount of cash in such currency on that day; multiplied by

      (y)   the relevant Interest Rate in effect for that day; divided by

      (z)   360 (or, in the case of pounds sterling, 365).

"Interest Period" means the period from (and including) the last Local
Business Day on which an Interest Amount was transferred (or, if no Interest
Amount has yet been transferred, the Local Business Day on which Eligible
Credit Support or Equivalent Credit Support in the form of cash was
transferred to or received by the Transferee) to (but excluding) the Local
Business Day on which the current Interest Amount is transferred.

"Interest Rate" means, with respect to an Eligible Currency, the rate
specified in Paragraph 11(f)(i) for that currency.

"Local Business Day", unless otherwise specified in Paragraph 11(h), means:

      (i) in relation to a transfer of cash or other property (other than
      securities) under this Annex, a day on which commercial banks are open
      for business (including dealings in foreign exchange and foreign
      currency deposits) in the place where the relevant account is located
      and, if different, in the principal financial centre, if any, of the
      currency of such payment;

      (ii) in relation to a transfer of securities under this Annex, a day on
      which the clearance system agreed between the parties for delivery of
      the securities is open for the acceptance and execution of settlement
      instructions or, if delivery of the securities is contemplated by other
      means, a day on which commercial banks are open for business (including
      dealings in foreign exchange and foreign currency deposits) in the
      place(s) agreed between the parties for this purpose;

      (iii) in relation to a valuation under this Annex, a day on which
      commercial banks are open for business (including dealings in foreign
      exchange and foreign currency deposits) in the place of location of the
      Valuation Agent and in the place(s) agreed between the parties for this
      purpose; and


                                      8
                                                                 ISDA(R) 1995
<PAGE>


      (iv) in relation to any notice or other communication under this Annex,
      a day on which commercial banks are open for business (including
      dealings in foreign exchange and foreign currency deposits) in the place
      specified in the address for notice most recently provided by the
      recipient.

"Minimum Transfer Amount" means, with respect to a party, the amount specified
as such for that party in Paragraph 11(b)(iii)(C); if no amount is specified,
zero.

"New Credit Support" has the meaning specified in Paragraph 3(c)(i).

"Notification Time" has the meaning specified in Paragraph 11(c)(iv).

"Recalculation Date" means the Valuation Date that gives rise to the dispute
under Paragraph 4; provided, however, that if a subsequent Valuation Date
occurs under Paragraph 2 prior to the resolution of the dispute, then the
"Recalculation Date" means the most recent Valuation Date under Paragraph 2.

"Resolution Time" has the meaning specified in Paragraph 11(c)(i).

"Return Amount" has the meaning specified in Paragraph 2(b).

"Settlement Day" means, in relation to a date, (i) with respect to a transfer
of cash or other property (other than securities), the next Local Business Day
and (ii) with respect to a transfer of securities, the first Local Business
Day after such date on which settlement of a trade in the relevant securities,
if effected on such date, would have been settled in accordance with customary
practice when settling through the clearance system agreed between the parties
for delivery of such securities or, otherwise, on the market in which such
securities are principally traded (or, in either case, if there is no such
customary practice, on the first Local Business Day after such date on which
it is reasonably practicable to deliver such securities).

"Threshold" means, with respect to a party, the Base Currency Equivalent of
the amount specified as such for that party in Paragraph 11(b)(iii)(B); if no
amount is specified, zero.

"Transferee" means, in relation to each Valuation Date, the party in respect
of which Exposure is a positive number and, in relation to a Credit Support
Balance, the party which, subject to this Annex, owes such Credit Support
Balance or, as the case may be, the Value of such Credit Support Balance to
the other party.

"Transferor" means, in relation to a Transferee, the other party.

"Valuation Agent" has the meaning specified in Paragraph 11(c)(i).

"Valuation Date" means each date specified in or otherwise determined pursuant
to Paragraph 11(c)(i).

"Valuation Percentage" means, for any item of Eligible Credit Support, the
percentage specified in Paragraph 11(b)(ii).


                                      9
                                                                 ISDA(R) 1995
<PAGE>


"Valuation Time" has the meaning specified in Paragraph 11(c)(iii).

"Value" means, for any Valuation Date or other date for which Value is
calculated, and subject to Paragraph 4 in the case of a dispute, with respect
to:

      (i)   Eligible Credit Support comprised in a Credit Support Balance that
            is:

            (A) an amount of cash, the Base Currency Equivalent of such amount
            multiplied by the applicable Valuation Percentage, if any; and (B)
            a security, the Base Currency Equivalent of the bid price obtained
            by the Valuation Agent multiplied by the applicable Valuation
            Percentage, if any; and

            (ii) items that are comprised in a Credit Support Balance and are
            not Eligible Credit Support, zero.


                                      10
                                                                 ISDA(R) 1995
<PAGE>


Paragraph 11.  Elections and Variables

(a)   Base Currency and Eligible Currency.

      (i)   "Base Currency" means Pounds Sterling.

      (ii)  "Eligible Currency" means the Base Currency, and, where relevant,

            if the Transaction is a EUR/GBP cross currency swap transaction,
            Euro; and if the Transaction is a USD/GBP cross currency swap
            transaction, U.S. Dollars.

      It is agreed by the parties that where the Credit Support Amount is
      transferred in a currency other than the Base Currency, the Valuation
      Percentage in respect of S&P and Fitch for each item listed as Eligible
      Credit Support in Paragraph 11(b)(ii) shall be reduced by a percentage
      agreed by the parties and approved by the relevant Rating Agency
      ("Additional Valuation Percentage"), which, in the case of S&P, will be
      6% or such lower percentage as agreed by the parties and approved by
      S&P.

(b)   Credit Support Obligations.

      (i)   Delivery Amount, Return Amount and Credit Support Amount.

            (A)   (A) "Delivery Amount" has the meaning specified in Paragraph
                  2(a), as amended (I) by deleting the words "upon a demand
                  made by the Transferee on or promptly following a Valuation
                  Date" and inserting in lieu thereof the words "not later
                  than the close of business on each Valuation Date" and (II)
                  by deleting in its entirety the sentence beginning "Unless
                  otherwise specified in Paragraph 11(b)" and inserting in
                  lieu thereof the following:

                  The "Delivery Amount" applicable to the Transferor for any
                  Valuation Date will equal the greatest of:

                  (1)   the amount by which (a) the Credit Support Amount
                        (calculated according to the Fitch Criteria) for such
                        Valuation Date exceeds (b) the Value (determined using
                        the Fitch Valuation Percentages in Paragraph
                        11(b)(ii)) as of such Valuation Date of the
                        Transferor's Credit Support Balance (adjusted to
                        include any prior Delivery Amount and to exclude any
                        prior Return Amount, the transfer of which, in each
                        case, has not yet been completed and for which the
                        relevant Settlement Day falls on or after such
                        Valuation Date);

                  (2)   the amount by which (a) the Credit Support Amount
                        (calculated according to Moody's Criteria) for such
                        Valuation Date exceeds (b) the Value (determined using
                        the applicable Moody's Valuation Percentages in
                        Paragraph 11(b)(ii)) as of such Valuation Date of the
                        Transferor's Credit Support Balance (adjusted to
                        include any prior Delivery Amount and to exclude any
                        prior Return Amount, the transfer of which, in each
                        case, has not yet been completed and for which the
                        relevant Settlement Day falls on or after such
                        Valuation Date); and

                  (3)   the amount by which (a) the Credit Support Amount
                        (calculated according to the S&P Criteria) for such
                        Valuation Date exceeds (b) the Value (determined using
                        the S&P's Valuation Percentages in Paragraph
                        11(b)(ii)) as of such Valuation Date of the
                        Transferor's Credit Support Balance (adjusted to
                        include any prior Delivery Amount and to exclude any
                        prior Return Amount, the transfer of which, in each
                        case, has not yet been


                                      11
<PAGE>


                        completed and for which the relevant Settlement Day
                        falls on or after such Valuation Date)."

                  Provided that, in respect of any Valuation Date, the Value
                  of the Eligible Credit Support to be transferred under
                  Paragraph 2(a) shall be calculated using the applicable
                  Valuation Percentages for the rating agency whose criteria
                  have resulted in the greatest amount under (1), (2) and (3)
                  above.

                  Provided further that if, in respect of any Valuation Date,
                  the Delivery Amount is greater than zero, the Transferor
                  will transfer to the Transferee sufficient Eligible Credit
                  Support to ensure that, immediately following such transfer,
                  none of the amounts calculated under (1), (2) and (3) of
                  this Paragraph 11(b)(i)(A) shall be greater than zero.

            (B)   "Return Amount" has the meaning specified in Paragraph 2(b)
                  as amended by deleting in its entirety the sentence
                  beginning "Unless otherwise specified in Paragraph 11(b)"
                  and inserting in lieu thereof the following:

                  The "Return Amount" applicable to the Transferee for any
                  Valuation Date will equal the least of:

                  (1)   the amount by which (a) the Value (determined using
                        the Fitch Valuation Percentages in Paragraph
                        11(b)(ii)) as of such Valuation Date of the
                        Transferor's Credit Support Balance (adjusted to
                        include any prior Delivery Amount and to exclude any
                        prior Return Amount, the transfer of which, in each
                        case, has not yet been completed and for which the
                        relevant Settlement Day falls on or after such
                        Valuation Date) exceeds (b) the Credit Support Amount
                        (calculated according to the Fitch Criteria) for such
                        Valuation Date,

                  (2)   the amount by which (a) the Value (determined using
                        the Moody's Valuation Percentages in Paragraph
                        11(b)(ii)) as of such Valuation Date of the
                        Transferor's Credit Support Balance (adjusted to
                        include any prior Delivery Amount and to exclude any
                        prior Return Amount, the transfer of which, in each
                        case, has not yet been completed and for which the
                        relevant Settlement Day falls on or after such
                        Valuation Date) exceeds (b) the Credit Support Amount
                        (calculated according to Moody's Criteria) for such
                        Valuation Date; and

                  (3)   the amount by which (a) the Value (determined using
                        the S&P's Valuation Percentages in Paragraph
                        11(b)(ii)) as of such Valuation Date of the
                        Transferor's Credit Support Balance (adjusted to
                        include any prior Delivery Amount and to exclude any
                        prior Return Amount, the transfer of which, in each
                        case, has not yet been completed and for which the
                        relevant Settlement Day falls on or after such
                        Valuation Date) exceeds (b) the Credit Support Amount
                        (calculated according to the S&P Criteria) for such
                        Valuation Date

                  Provided that, in respect of any Valuation Date, the Value
                  of the Eligible Credit Support to be transferred under
                  Paragraph 2(b) shall be calculated using the applicable
                  Valuation Percentages for the rating agency whose criteria
                  have resulted in the lowest amount under (1), (2) and (3) of
                  this Paragraph 11(b)(i)(B).


                                      12
<PAGE>


                  Provided further that in no event shall the Transferee be
                  required to transfer any Equivalent Credit Support under
                  Paragraph 2(b) if, immediately following such transfer, any
                  of the amounts calculated under (1), (2) and (3) of
                  Paragraph 11(b)(i)(A) (Delivery Amount) would be greater
                  than zero.


            (C)   "Credit Support Amount" has the meaning given to such term
                  in respect of the S&P Criteria, Moody's Criteria or Fitch
                  Criteria, as applicable, as set out in Paragraph 11(h)(v)
                  below.

      (ii)  Eligible Credit Support. For the purposes of S&P and Fitch the
            following items will qualify as "Eligible Credit Support" for
            Party A for the purpose of Moody's the collateral specified in
            Appendix B will qualify as "Eligible Credit Support" for Party A
            and Valuation Percentages shall apply as set out in such table.


Valuation Percentage

            (A)   cash in an Eligible Currency

                  100   per cent.

            (B)   negotiable debt obligations issued by the Government of the
                  United Kingdom or the United States of America (with local
                  and foreign currency issuer ratings equal to or greater than
                  "AA-" by S&P, "AA-" by Fitch ") having a remaining time to
                  maturity of not more than one year;

                  for the purposes of S&P, 98.5 per cent.; for the purposes of
                  Fitch, the Advance Rate for the relevant type of obligation
                  and time to maturity as specified in the Appendix hereto (as
                  amended by Fitch from time to time) (the "Advance Rate").

            (C)   negotiable debt obligations issued by the Government of the
                  United Kingdom or the United States of America (with local
                  and foreign currency issuer ratings equal to or greater than
                  "AA-" by S&P, "AA-" by Fitch) having a remaining time to
                  maturity of more than one year but not more than 5 years;

                  for the purposes of S&P, 92 per cent.; and for the purposes
                  of Fitch, the Advance Rate.

            (D)   negotiable debt obligations issued by the Government of the
                  United Kingdom or the United States of America (with local
                  and foreign currency issuer ratings equal to or greater than
                  "AA-" by S&P, "AA-" by Fitch) having a remaining time to
                  maturity of more than 5 years but not more than 10 years;

                  for the purposes of S&P, for the purposes of Fitch, the
                  Advance Rate.

            (E)   negotiable debt obligations issued by the Government of the
                  United Kingdom or the United States of America (with local
                  and foreign currency issuer ratings equal to or greater than
                  "AA-" by S&P, "AA-" by Fitch) having a remaining time to
                  maturity of more than 10 years but not more than 15 years;
                  or

                  for the purposes of S&P, 77.5 per cent.; and for the
                  purposes of Fitch, the Advance Rate.


                                      13
<PAGE>


            (F)   such other items as agreed between Party A and the Rating
                  Agencies, from time to time, which Party B can lawfully
                  receive from, and transfer back to, Party A as required,
                  that will qualify as Eligible Credit Support.

                  such Valuation Percentage as agreed between Party A and the
                  Rating Agencies from time to time in respect of such
                  Eligible Credit Support.

      (iii) Thresholds.

            (A)   "Independent Amount" means, for Party A and Party B, with
                  respect to each Transaction, zero.

            (B)   "Threshold" means, for Party A:

                  infinity, unless (I) any of an Initial S&P Rating Event, a
                  Subsequent S&P Rating Event, an Initial Fitch Rating Event,
                  a First Subsequent Fitch Rating Event or a Second Subsequent
                  Fitch Rating Event has occurred and is continuing and Party
                  A has not taken alternative action as contemplated by Part
                  5(k) or (m) of the Schedule to the Agreement, or (II) no
                  Relevant Entity has the Moody's First Trigger Required
                  Ratings and either (i) no Relevant Entity has had the
                  Moody's First Trigger Required Ratings since this Annex was
                  executed or (ii) at least 30 Local Business days have
                  elapsed since the last time a Relevant Entity had the
                  Moody's First Trigger Required Ratings, in which case the
                  Threshold for Party A shall be zero; and

                  "Threshold" means, for Party B: infinity

            (C)   "Minimum Transfer Amount" means, with respect to Party A and
                  Party B, GBP 50,000, provided that if (1) an Event of
                  Default has occurred and is continuing in respect of which
                  Party A is the Defaulting Party, or (2) an Additional
                  Termination Event has occurred in respect of which Party A
                  is an Affected Party, the Minimum Transfer Amount with
                  respect to Party A shall be zero.

            (D)   "Rounding". The Delivery Amount will be rounded up to the
                  nearest integral multiple of GBP 10,000 and the Return
                  Amount will be rounded down to the nearest integral multiple
                  of GBP 10,000, subject to the maximum Return Amount being
                  equal to the Credit Support Balance.

(c)   Valuation and Timing.

      (i)   "Valuation Agent" means Party A in all circumstances.

      (ii)  "Valuation Date" means each Local Business Day.

      (iii) "Valuation Time" means the close of business on the Local Business
            Day immediately preceding the Valuation Date or date of
            calculation, as applicable, provided that the calculations of
            Value and Exposure will be made as of approximately the same time
            on the same date.

      (iv)  "Notification Time" means by 2:00 p.m., London time, on a Local
            Business Day.

(d)   Exchange Date. "Exchange Date" has the meaning specified in Paragraph
      3(c)(ii).


                                      14
<PAGE>


(e)   Dispute Resolution.

      (i)   "Resolution Time" means 2:00 p.m., London time, on the Local
            Business Day following the date on which notice is given that
            gives rise to a dispute under Paragraph 4.

      (ii)  Value. For the purpose of Paragraphs 4(a)(4)(i)(C) and
            4(a)(4)(ii), the Value of the outstanding Credit Support Balance
            or of any transfer of Eligible Credit Support or Equivalent Credit
            Support, as the case may be, on the relevant date will be
            calculated as follows:

            (A)   with respect to any Eligible Credit Support or Equivalent
                  Credit Support comprising securities ("Securities") the Base
                  Currency Equivalent of the sum of:

                  (a)   (x) the last bid price on such date for such
                        Securities on the principal national securities
                        exchange on which such Securities are listed,
                        multiplied by the applicable Valuation Percentage, or
                        (y) where any Securities are not listed on a national
                        securities exchange, the bid price for such Securities
                        quoted as at the close of business on such date by any
                        principal market maker (which shall not be and shall
                        be independent from the Valuation Agent) for such
                        Securities chosen by the Valuation Agent, multiplied
                        by the applicable Valuation Percentage, or (z) if no
                        such bid price is able to be obtained for such date
                        under sub-paragraphs (x) or (y) above, the last bid
                        price listed determined pursuant to sub-paragraph (x),
                        or failing which sub-paragraph (y), as of the day next
                        preceding such date on which such prices were
                        available, multiplied by the applicable Valuation
                        Percentage; and

                  (b)   the accrued interest where applicable on such
                        Securities (except to the extent that such interest
                        shall have been paid to the Transferor pursuant to
                        Paragraph 5(c)(ii) or included in the applicable price
                        referred to in Paragraph 11(e)(ii)(A)(a) above) as of
                        such date,

                  provided that it is understood that in no circumstances
                  shall the Transferee be required to transfer a Return Amount
                  in excess of the Credit Support Balance;

            (B)   with respect to any Cash, the Base Currency Equivalent of
                  the amount thereof; and

            (C)   with respect to any Eligible Credit Support or Equivalent
                  Credit Support other than Securities and Cash, the Base
                  Currency Equivalent of the fair market value thereof on such
                  date, as determined in any reasonable manner chosen by the
                  Valuation Agent, multiplied by the applicable Valuation
                  Percentage.

      (iii) Alternative. The provisions of Paragraph 4 will apply.

(f)   Distribution and Interest Amount.

      (i)   Interest Rate. The "Interest Rate" in relation to each Eligible
            Currency specified below will be:

            Eligible Currency      Interest Rate

            USD                    For the relevant determination date, the
                                   effective federal funds rate in U.S.
                                   Dollars published on Telerate Page 118 or
                                   any successor page for the relevant day at
                                   the close of business in New York on such
                                   day.


                                      15
<PAGE>


            EUR                    For the relevant determination date,
                                   "EONIA", which means the overnight rate as
                                   calculated by the European Central Bank for
                                   such day, as set forth on Telerate Page 247
                                   or any successor page.

            GBP                    For the relevant determination date,
                                   "SONIA", which means the reference rate
                                   equal to the overnight rate as calculated
                                   by the Wholesale Markets Brokers'
                                   Association which appears on Telerate Page
                                   3937 or any successor page under the
                                   heading "Sterling Overnight Index" as of
                                   9.00 a.m., London time, on the first London
                                   Banking Day following that day.

      (ii)  Transfer of Interest Amount. The transfer of the Interest Amount
            will be made on the first Local Business Day following the end of
            each calendar month, provided that: (1) Party B has earned and
            received such amount of interest, and (2) a Delivery Amount would
            not arise as a result of, or if already existing, would not be
            increased by, such transfer on such date or on any other Local
            Business Day on which Equivalent Credit Support is to be
            transferred to the Transferor pursuant to Paragraph 2(b).

      (iii) Alternative to Interest Amount. The provisions of Paragraph
            5(c)(ii) will apply. For the purposes of calculating the Interest
            Amount the amount of interest calculated for each day of the
            Interest Period shall, with respect to any Eligible Currency, be
            compounded daily.

      (iv)  Interest Amount. The definition of "Interest Amount" in Paragraph
            10 shall be deleted and replaced with the following:

            ""Interest Amount" means, with respect to an Interest Period and
            each portion of the Credit Support Balance comprised of cash in an
            Eligible Currency, the sum of the amounts of interest determined
            for each day in that Interest Period by the Valuation Agent as
            follows:

            (x)   the amount of such currency comprised in the Credit Support
                  Balance at the close of business for general dealings in the
                  relevant currency on such day (or, if such day is not a
                  Local Business Day, on the immediately preceding Local
                  Business Day); multiplied by

            (y)   the relevant Interest Rate; divided by

            (z)   360 (or in the case of Pounds Sterling, 365)."


      (v)   "Distributions" means, with respect to any Eligible Credit Support
            comprised in the Credit Support Balance consisting of securities,
            all principal, interest and other payments and distributions of
            cash or other property to which a holder of securities of the same
            type, nominal value, description and amount as such Eligible
            Credit Support would have received from time to time.

      (vi)  "Distribution Date" means, with respect to any Eligible Credit
            Support comprised in the Credit Support Balance other than cash,
            each date on which a holder of such Eligible Credit Support would
            have received Distributions or, if that date is not a Local
            Business Day, the next following Local Business Day.


                                      16
<PAGE>


(g)   Addresses for Transfers.

      Party A: To be advised.

      Party B: To be advised.

(h)   Other Provisions.

      (i)   Transfer Timing

            (A)   The final paragraph of Paragraph 3(a) shall be deleted and
                  replaced with the following:

                  "Subject to Paragraph 4, and unless otherwise specified, any
                  transfer of Eligible Credit Support or Equivalent Credit
                  Support (whether by the Transferor pursuant to Paragraph
                  2(a) or by the Transferee pursuant to Paragraph 2(b)) shall
                  be made not later than the close of business on the
                  Settlement Day."

            (B)   The definition of Settlement Day shall be deleted and
                  replaced with the following:

                  "Settlement Day" means: in respect of a transfer of
                  securities the first Local Business Day after the Demand
                  Date on which settlement of a trade in the relevant
                  securities, if effected on the Demand Date, would have
                  occurred in accordance with customary practice when settling
                  through the clearance system agreed between the parties for
                  delivery of such securities or, otherwise, on the market on
                  which such securities are principally traded (or, in either
                  case, if there is not such customary practice, on the first
                  Local Business Day after the Demand Date on which it is
                  reasonably practicable to deliver such securities); and in
                  respect of any other transfer the next Local Business Day
                  after the Demand Date.

            (C)   For the purposes of this Paragraph 11(h)(i):

                  "Demand Date" means, with respect to a transfer by a party:

                  (i)   in the case of a transfer pursuant to Paragraph 2,
                        Paragraph 3 or Paragraph 4(a)(2), the relevant
                        Valuation Date (assuming that, in the case of any
                        transfer to be made by the Transferee, the Transferee
                        has received a demand on such date from the
                        Transferor). For the purposes of Paragraph 2 and
                        Paragraph 4(a)(2), the Transferor will be deemed to
                        receive notice of the demand by the Transferee to make
                        a transfer of Eligible Credit Support;

                  (ii)  in the case of a transfer pursuant to Paragraph
                        3(c)(ii)(A), the date on which the Transferee has
                        given its consent to the proposed exchange; and

                  (iii) in the case of a transfer pursuant to Paragraph
                        5(c)(i), the Distribution Date.

                  On each Demand Date the Transferor shall deliver to the
                  Transferee and the Note Trustee a statement showing the
                  amount of Eligible Credit Support to be delivered.

      (ii)  Early Termination

            The heading of Paragraph 6 shall be deleted and replaced with
            "Early Termination", the words "or a Termination Event where all
            Transactions are Affected Transactions" shall be added after the
            word "party" in the second line of Paragraph 6, and the words "or
            an


                                      17
<PAGE>


            Affected Party" shall be added after the words "Defaulting Party"
            in the fourth line of Paragraph 6.

      (iii) Costs of Transfer on Exchange

            Notwithstanding Paragraph 8, the Transferor will be responsible
            for, and will reimburse the Transferee for, all costs and expenses
            (including any stamp, transfer or similar transaction tax or duty
            payable on any transfer that it is required to make under this
            Annex) in connection with performing both its and the Transferee's
            obligations under this Annex, including but not limited to those
            involved in the transfer of Eligible Credit Support or Equivalent
            Credit Support either from the Transferor to the Transferee or
            from the Transferee to the Transferor hereto.

      (iv)  Single Transferor and Single Transferee

            Party A and Party B agree that, notwithstanding anything to the
            contrary in this Annex, (a) the term "Transferee" as used in this
            Annex means only Party B, and (b) the term "Transferor" as used in
            this Annex means only Party A.

      (v)   "Ratings Criteria" means, for the purposes of determining the
            amount of Eligible Credit Support that Party A is required to
            transfer hereunder, the criteria used by S&P (as set out in S&P's
            Structured Finance reports entitled "Standard & Poor's Global
            Interest Rate and Currency Swap Counterparty Rating Criteria
            Expanded" dated 17 December 2003 and "Global Interest Rate and
            Currency Swaps: Calculating the Collateral Required Amount" dated
            26 February 2004) ("S&P Criteria"), the criteria used by Moody's
            as defined below ("Moody's Criteria") and/or the criteria used by
            Fitch (as set out in Fitch's Structured Finance Report entitled
            "Counterparty Risk in Structured Finance Transactions: Swap
            Criteria" dated 13 September 2004) ("Fitch Criteria"), in respect
            of each of which the definition of "Credit Support Amount" is set
            out below.

            Moody's Criteria

            "Credit Support Amount" shall be calculated in accordance with the
            meaning specified in Paragraph 10, provided however, that the
            words "Transferee's Exposure" in the second line thereof shall be
            replaced by "Moody's Collateral Amount".

            For such purposes, "Moody's Collateral Amount" means:

            (A)   for so long as (A) no Relevant Entity has the First Trigger
                  Required Ratings and either (i) no Relevant Entity has had
                  the First Trigger Required Ratings since this Annex was
                  executed or (ii) at least 30 Local Business days have
                  elapsed since the last time a Relevant Entity had the First
                  Trigger Required Ratings and (B)(x) the Moody's Second
                  Rating Trigger Requirements do not apply or (y) less than 30
                  Local Business Days have elapsed since the last time the
                  Moody's Second Rating Trigger Requirements did not apply, an
                  amount equal to the greater of (a) zero and (b) the sum of
                  the Secured Party's aggregate Exposure and the aggregate of
                  the lesser of:

                  (x)   the product of the 15 and DV01 for such Valuation
                        Date; and

                  (y)   the product of 2.0% and the Notional Amount for the
                        Calculation Period which includes such Valuation Date;


                                      18
<PAGE>


            (B)   for so long as the Moody's Second Trigger Rating
                  Requirements do apply and 30 or more Local Business Days
                  have elapsed since the last time the Moody's Second Rating
                  Trigger Requirements did not apply, an amount equal to the
                  greatest of (a) zero, (b) the aggregate amount (if any) due
                  to be paid by Party A under this Agreement on the next
                  scheduled payment date and (c) the sum of the Secured
                  Party's aggregate Exposure and the aggregate of the lesser
                  of:

                  (x)   the product of the 65 and DV01 for such Valuation
                        Date; and

                  (y)   product of 10.0% and the Notional Amount for the
                        Calculation Period which includes such Valuation Date;
                        and

            (C)   at any other time, zero.

            "DV01" means the sum of the estimated change in the Secured
            Party's Exposure that would result from a one basis point change
            in the relevant swap curve on such date, as determined by the
            Valuation Agent in good faith and in a commercially reasonable
            manner. The Valuation Agent shall, upon request of Party B,
            provide to Party B a statement showing in reasonable detail such
            calculation.

            S&P Criteria

            "Credit Support Amount" shall mean an amount calculated in
            accordance with the following:


            The definition of "Exposure" in Paragraph 10 with respect to Party
            B shall be amended to mean the the following:

            the sum of (A) the greater of zero and the aggregate of the
            Unadjusted Exposures calculated with respect to each Transaction
            plus (B) the aggregate Volatility Buffer Amount calculated with
            respect to all such Transactions;

            where, for purposes of the foregoing:

            (A) "Unadjusted Exposure" means the Exposure of Party B as of any
            date of determination calculated in accordance with the definition
            of "Exposure" prior to amendment in accordance with the provisions
            of this Paragraph 11(h)(v);

            (B) "Volatility Buffer" means, with respect to any Transaction at
            any time, the applicable percentage as specified in the applicable
            table (taking into account the rating of the most senior class of
            Notes, the rating of the short term senior unsecured debt
            obligations of Party A and the remaining period to the Termination
            Date of each Transaction at the time such Volatility Buffer falls
            to be determined) set out in the publication by S&P dated 17
            December 2003 entitled "Global Interest Rate and Currency Swaps:
            Counterparty Rating Criteria expanded" and the publication by S&P
            dated 26 February 2004 entitled "Global Interest Rate and Currency
            Swaps: Calculating the Collateral Required Amount"(1):

            (C) "Volatility Buffer Amount" means, with respect to any
            Transaction at any time, the applicable Volatility Buffer
            multiplied by the Notional Amount, in each case with respect to
            such Transaction at such time.


                                      19
<PAGE>


            (D) "Specified Debt Obligations" means unsecured and
            unsubordinated debt obligations.





            Fitch Criteria

            "Credit Support Amount" shall mean at any time for the purposes of
            the Fitch Criteria with respect to a Transferor on a Valuation
            Date the result of the following formula:

                    max [MV plus VC x 105 per cent multiplied by N; 0]

            where:

            "max" means maximum;

            "MV" means the Transferee's Exposure;

            "VC" means the applicable volatility cushion at that time
            determined by reference to the table headed "Volatility Cushion
            (%)" appearing at the end of Appendix 2 to the Fitch Ratings
            Criteria (and for such purpose calculating the relevant Weighted
            Average Life assuming a zero prepayment rate and zero default rate
            in relation to the mortgages beneficially owned by Party B); and

            "N" means the Transaction Notional Amount at that time.

      (vi)  Calculations

            Paragraph 3(b) of this Annex shall be amended by inserting the
            words "and shall provide each party (or the other party, if the
            Valuation Agent is a party) with a description in reasonable
            detail of how such calculations were made, upon reasonable
            request" after the word "calculations" in the third line thereof.

      (vii) Demands and Notices

            All demands, specifications and notices under this Annex will be
            made pursuant to Section 12 of this Agreement.

      (viii) Exposure

      "Exposure" has the meaning specified in Paragraph 10, except that (1)
      after the word "Agreement" the words "(assuming, for this purpose only,
      that Part 5(u) of the Schedule is deleted)" shall be inserted, (2) at
      the end of the definition of Exposure, the words "with terms
      substantially the same as those of this Agreement" shall be added and
      (3) for the purpose of calculating Exposure pursuant to the meaning set
      out in Paragraph 10 of the Annex, the Valuation Agent shall, unless
      otherwise agreed in writing by the Rating Agencies, seek two quotations
      from Reference Market-makers, provided that if two Reference
      Market-makers are not available to provide a quotation, then fewer than
      two Reference Market-makers may be used for such purpose, and if no
      Reference Market-maker is available, then the Valuation Agent's estimate
      at mid-market will be used. Where more than one


                                      20
<PAGE>


      quotation is obtained, the quotation representing the greatest amount of
      the Transferee's Exposure shall be used by the Valuation Agent.

      (ix)  Paragraph 6

            For the purposes of determining the Credit Support Balance
            pursuant to Paragraph 6, the definition of Value in Paragraph 10
            shall be amended by deleting the words "multiplied by the
            applicable Valuation Percentage, if any" from sub-paragraphs
            (i)(A) and (i)(B).

      (x)   Distributions

            "Distributions" has the meaning specified in Paragraph 10, except
            that the words "to which a holder of securities of the same type,
            nominal value, description and amount as such Eligible Credit
            Support would be entitled from time to time" shall be deleted and
            replaced by the words "received by the Transferee in respect of
            such Eligible Credit Support".

            "Distribution Date" has the meaning specified in Paragraph 10,
            except that the words "a holder of such Eligible Credit Support is
            entitled to receive Distributions" shall be deleted and replaced
            by the words "Distributions are received by the Transferee".

      (xi)  Definitions

            As used in this Annex, the following terms shall mean:

            "Fitch" means Fitch Ratings Ltd and includes any successors
            thereto;

            "Moody's" means Moody's Investors Service Limited and includes any
            successors thereto;

            "Rating Agencies" means Moody's, S&P and Fitch;

            "S&P" means Standard & Poor's Rating Services, a division of The
            McGraw-Hill Companies Inc. and includes any successors thereto;

            "Transaction" means the cross-currency swap transaction entered
            into pursuant to the Agreement as evidenced by the Confirmation.

            "Transaction Notional Amount" means, in respect of a Valuation
            Date, the Currency Amount applicable to Party A in respect of the
            Transaction as at such Valuation Date.


                                      21
<PAGE>


                                  APPENDIX A


                              Fitch Advance Rates

<TABLE>
<CAPTION>

                                                                                 Negotiable debt obligations issued by
                                   Negotiable debt obligations issued by the     the Government of the United States of
Remaining Maturity (Years)         Government of the United Kingdom (%)          America (%)

<S>                                <C>                                           <C>
0-1                                97.5                                          97.5

1-3                                94.7                                          94.7

3-5                                91.5                                          91.5

5-7                                88.8                                          89

7-10                               86.3                                          86.3

10-15                              86.7                                          83
</TABLE>


                                      22
<PAGE>


                                  APPENDIX B

<TABLE>
<CAPTION>

             Moody's Eligible Collateral and Valuation Percentages
------------------------------------------------------------------------------------------------------------------------------------
                                                                              FIRST TRIGGER                        SECOND TRIGGER

------------------------------------------------------------------------------------------------------------------------------------
          INSTRUMENT
------------------------------------------------------------------------------------------------------------------------------------
Sterling Cash                                                   100%                                100%
------------------------------------------------------------------------------------------------------------------------------------
EURO Cash                                                       98%                                 97%
------------------------------------------------------------------------------------------------------------------------------------
U.S. Dollar Cash                                                97%                                 95%
------------------------------------------------------------------------------------------------------------------------------------
Fixed-Rate Negotiable Treasury Debt Issued by The U.S. Treasury Department with Remaining Maturity
<S>                                                             <C>                                 <C>
< 1 Year                                                        97%                                 95%
1 to 2 years                                                    97%                                 94%
2 to 3 years                                                    97%                                 93%
3 to 5 years                                                    97%                                 92%
5 to 7 years                                                    97%                                 91%
7 to 10 years                                                   97%                                 89%
10 to 20 years                                                  97%                                 86%
> 20 years                                                      97%                                 84%
Floating-Rate Negotiable Treasury Debt Issued by The U.S. Treasury Department
All Maturities                                                  97%                                 94%
------------------------------------------------------------------------------------------------------------------------------------
Fixed-Rate U.S. Agency Debentures with Remaining Maturity
< 1 Year                                                        97%                                 94%
1 to 2 years                                                    97%                                 94%
2 to 3 years                                                    97%                                 93%
3 to 5 years                                                    97%                                 91%
5 to 7 years                                                    97%                                 90%
7 to 10 years                                                   97%                                 88%
10 to 20 years                                                  97%                                 85%
> 20 years                                                      97%                                 83%
Floating-Rate U.S. Agency Debentures
All Maturities                                                  97%                                 93%
------------------------------------------------------------------------------------------------------------------------------------
Fixed-Rate Euro-Zone Government Bonds Rated Aa3 or Above with Remaining Maturity
< 1 Year                                                        98%                                 97%
1 to 2 years                                                    98%                                 96%
2 to 3 years                                                    98%                                 95%
3 to 5 years                                                    98%                                 93%
5 to 7 years                                                    98%                                 92%
7 to 10 years                                                   98%                                 91%
10 to 20 years                                                  98%                                 86%
> 20 years                                                      98%                                 84%
Floating-Rate Euro-Zone Government Bonds Rated Aa3 or Above


                                      23
<PAGE>


All Maturities                                                  98%                                 96%
------------------------------------------------------------------------------------------------------------------------------------
Fixed-Rate United Kingdom Gilts with Remaining Maturity
< 1 Year                                                        100%                                99%
1 to 2 years                                                    100%                                98%
2 to 3 years                                                    100%                                97%
3 to 5 years                                                    100%                                96%
5 to 7 years                                                    100%                                95%
7 to 10 years                                                   100%                                94%
10 to 20 years                                                  100%                                90%
> 20 years                                                      100%                                88%
Floating-Rate United Kingdom Gilts
All Maturities                                                  100%                                99%
------------------------------------------------------------------------------------------------------------------------------------
All other instruments                                           zero or such other                  zero or such other
                                                                percentage in respect of            percentage in respect of
                                                                which Moody's has delivered         which Moody's has
                                                                a writted ratings                   delivered a writted
                                                                affirmation in relation to          ratings affirmation in
                                                                the most senior rated notes         relation to the most
                                                                                                    senior rated notes
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

For the purpose of the table above, the column headed "First Trigger" applies
for so long as (A) the Second Rating Trigger Requirements do not apply or (B)
less than 30 Local Business Days have elapsed since the last time the Second
Rating Trigger Requirements did not apply and the column headed "Second
Trigger" applies at any other time.


                                      24
<PAGE>


               Cross-Currency Confirmation for Series 2007-2 (Class 1A2 Notes)
                                                             Execution Version



From:             Credit Suisse International
                  One Cabot Square
                  London  E14 4QJ
                  England

Attention:        Settlements

To:               Granite Master Issuer plc
                  Fifth Floor
                  100 Wood Street
                  London
                  EC2V 7EX

Attention:        Securitisation Team, Risk Operations



                                                                   23 May 2007


Dear Sirs,

Re:   Cross Currency Swap Transaction relating to the Issuer Notes

The purpose of this letter agreement (this "Confirmation") is to confirm the
terms and conditions of the Transaction entered into between us on the Trade
Date specified below (the "Transaction").

It is agreed that upon the execution of this Confirmation, we shall be deemed
to have entered into an agreement relating to the Issuer Notes on the terms of
the Agreed Form Agreement (the "Agreement") dated as of the Effective Date
specified below.

"Agreed Form Agreement" means the form of 1992 ISDA Master Agreement
(Multicurrency Cross Border) (including the Schedule thereto and the ISDA
Credit Support Annex (Bilateral Form - Transfer) forming part of the Schedule)
and signed for the purposes of identification by Sidley Austin (UK) LLP and
Credit Suisse International on 18 May 2007.

This Confirmation constitutes a "Confirmation" as referred to in, and
supplements, forms part of and is subject to, the Agreement. All provisions
contained in the Agreement govern this Confirmation except as expressly
modified herein.

The definitions and provisions contained in the 2000 ISDA Definitions as
published by the International Swaps and Derivatives Association, Inc. (the
"Definitions") are incorporated into this Confirmation. In the event of any
inconsistency between the Definitions and this Confirmation, this Confirmation
will govern. References herein to a "Transaction" shall be deemed to be
references to a "Swap Transaction" for the purposes of the Definitions. Any
terms not otherwise defined herein or in the Definitions shall have the
meanings given to them in the Programme Master Definitions Schedule signed for
the purposes of identification by Sidley Austin Brown & Wood (now known as
Sidley Austin (UK) LLP) and Allen & Overy LLP on 19 January 2005 (as the same
may be amended, restated, varied or


<PAGE>


supplemented from time to time with the consent of the parties hereto), and
the Issuer Master Definitions Schedule signed for the purposes of
identification by Sidley Austin Brown & Wood (now known as Sidley Austin (UK)
LLP) and Allen & Overy LLP on 19 January 2005 (as the same may be amended,
restated, varied or supplemented from time to time with the consent of the
parties hereto). The Issuer Master Definitions Schedule shall prevail to the
extent that it conflicts with the Master Definitions Schedule.

In this Confirmation:

"Conditions" means the terms and conditions of the Issuer Notes, as set out in
the Base Prospectus dated 17 May 2007 and the Final Terms dated 18 May 2007
(as each may be amended, restated, varied, supplemented and/or otherwise
modified from time to time in accordance with the provisions of the Issuer
Trust Deed), and any reference to a numbered Condition shall be construed
accordingly; and

"Issuer Notes" means the Granite Master Issuer plc EUR 325,000,000 Series
2007-02 Class 1A2 Notes due April 2032.

1     The terms of the particular Swap Transaction to which this Confirmation
      relates are as follows:

Party A:

Credit Suisse International

Party B:

Granite Master Issuer plc.

Trade Date:

16 May 2007.

Effective Date:

23 May 2007.

Termination Date:

The Floating Rate Payer I Payment Date falling in April 2032.

Exchange Rate:

GBP 1.00: EUR 1.4608.


A.    Floating Payments

Floating Amounts I:

      Floating Rate Payer I:

      Party A.

      Floating Rate Payer I Currency Amount:

      On any Floating Rate Payer I Payment Date, EUR 325,000,000 less the
      aggregate of the Floating Rate Payer I Interim Exchange Amounts paid
      prior to such date.

      Floating Rate Payer I Payment Dates:

      Each Note Payment Date (as defined in the Conditions).

      Floating Rate Payer I Floating Rate Option:

      EURIBOR (as defined in the Conditions).


                                      2
<PAGE>


      Floating Rate Payer I Designated Maturity:

      3 months; except in respect of the initial Calculation Period for which
      Linear Interpolation is applicable and in respect of which the Linear
      Interpolation shall be applied by reference to the 1 month and 2 month
      rates; or 1 month, in the event that the frequency of the Floating Rate
      Payer I Payment Dates alter to monthly due to the occurrence of a
      Pass-Through Trigger Event or Step-Up Date.

      Floating Rate Payer I Spread:

      0.04 per cent. per annum for the Calculation Periods up to and including
      the Calculation Period ending on, but excluding, the Payment Date
      falling in April 2012; and thereafter 0.08 per cent. per annum.

      Floating Rate Payer I Floating Rate Day Count Fraction:

      Actual/360.

      Floating Rate Payer I Reset Dates:

      The first day of each Calculation Period.

Floating Amounts II:

      Floating Rate Payer II:

      Party B.

      Floating Rate Payer II Currency Amount:

      On any Floating Rate Payer II Payment Date, GBP 222,480,832 less the
      aggregate of the Floating Rate Payer II Interim Exchange Amounts paid
      prior to such date.

      Floating Rate Payer II Payment Dates:

      The 17th day of each calendar month in each year during the Term from,
      and including, June 2007 to, but excluding, the Termination Date,
      subject to adjustment in accordance with the Following Business Day
      Convention and the Termination Date.

      Floating Rate Payer II Floating Rate Option:

      GBP-LIBOR-BBA.

      Floating Rate Payer II Designated Maturity:

      3 months; except in respect of the initial Calculation Period for which
      Linear Interpolation is applicable and


                                      3
<PAGE>


      in respect of which the Linear Interpolation shall be applied by
      reference to the 1 month and 2 month rates; or 1 month, following the
      occurrence of a Pass-Through Trigger Event or Step-Up Date.

      Floating Rate Payer II Spread:

      0.00578 per cent. per annum for the Calculation Periods up to and
      including the Calculation Period ending on, but excluding, the Payment
      Date falling in April 2012; and thereafter 0.1616 per cent. per annum.

      Floating Rate Payer II Floating Rate Day Count Fraction:

      Actual/365 (Fixed).

      Floating Rate Payer II Reset Dates:

      The first day of each Calculation Period; provided however, that in
      respect of every Floating Rate Payer II Calculation Period (other than
      the first Calculation Period and any Calculation Period following the
      occurrence of a Pass-Through Trigger Event or Step-Up Date) that does
      not start on a Note Payment Date (as defined in the Issuer Notes), the
      Floating Rate in effect for such Calculation Period shall be the
      Floating Rate for the immediately preceding Floating Rate Payer II
      Calculation Period.

Calculation Agent:

Party A.

Business Days:

London and TARGET

B.    Initial Exchange:

Initial Exchange Date:

Effective Date.

Party A Initial Exchange Amount:

GBP 222,480,832.

Party B Initial Exchange Amount:

EUR 325,000,000.

C.    Interim Exchange:

Interim Exchange Dates:

Each Note Payment Date (as defined in the Conditions) on which a EUR


                                      4
<PAGE>


Amortisation Amount is payable.

Floating Rate Payer I
Interim Exchange Amount:

In respect of an Interim Exchange Date, the amount in EUR (if any) equal to
the principal amount of the Issuer Notes required to be so repaid, prepaid or
otherwise redeemed (howsoever described) in accordance with the Conditions and
as determined by the Cash Manager pursuant to the Issuer Cash Management
Agreement; and notified to the Calculation Agent by the Issuer Cash Manager
pursuant to the Issuer Cash Management Agreement (the "EUR Amortisation
Amount").

Floating Rate Payer II
Interim Exchange Amount:

In respect of any Interim Exchange Date, an amount in GBP equal to the
Floating Rate Payer I Interim Exchange Amount converted into GBP at the
Exchange Rate.

D.    Final Exchange:

Final Exchange Date:

The Termination Date.

Floating Rate Payer I
Final Exchange Amount:

A EUR amount equal to the Floating Rate Payer II Final Exchange Amount
converted into EUR at the Exchange Rate.

Floating Rate Payer II
Final Exchange Amount:

The Floating Rate Payer II Currency Amount.

E.    Account Details:

Payments to Floating Rate Payer I:

Account for Payments in EUR:

Correspondent: CITIGB2L -
         Citibank London
Beneficiary:  CSFPGB2L -
         Credit Suisse International
Acc:  10403229

Account for Payments in GBP:

To be advised.


                                      5
<PAGE>


Payments to Floating Rate Payer II:

Account for Payments in EUR:

Citibank, N.A., London
A/C No. 10861537
SWIFT: CITIGB2L
Ref: GATS/Granite Master Issuer plc.

Account for Payments in GBP:

Citibank, N.A., London
A/C No. 10860255
Sort Code 18-50-08
Ref: GATS/Granite Master Issuer plc.

F.    Notice Details:

Floating Rate Payer I:

Credit Suisse International

         Address:

         One Cabot Square
         London
         E14 4QJ

         Facsimile Number:

         +65 6303 1187

         Attention:

         Settlements

Floating Rate Payer II:

Granite Master Issuer plc

         Address:

         Fifth Floor
         100 Wood Street
         London
         EC2V 7EX

With a copy to:

Northern Rock plc
Northern Rock House
Gosforth
Newcastle upon Tyne
NE3 4PL

         Facsimile Number:

         +44 (0)191 279 4929

         Attention:

         Andy McLean / Claire Blackett

With a copy to the Issuer Security Trustee:

The Bank of New York

         Address:

         One Canada Square
         48th Floor
         London
         E14 5AL


                                      6
<PAGE>


         Facsimile Number:

         +44 (0)20 7964 6399

G.    Offices:

The Office of Party A is London.

H.    Miscellaneous:

1.    It is understood and agreed that in the Schedule to the Agreement:

1.1   The words in the square brackets in the last paragraph of Part 5(f)(A)
      are incorporated into this Confirmation and the square brackets are
      accordingly deleted.

1.2   The words in the square brackets in Part 5(h)(iii) falling after the
      words "will not then fall due" are not incorporated into this
      Confirmation and the square brackets and words therein are accordingly
      deleted.

1.3   The words in the square brackets at the end of Part 5(h)(v) falling
      after the words "of any shortfall" are not incorporated into this
      Confirmation and the square brackets and words therein are accordingly
      deleted.

Please confirm your agreement to be bound by the terms of the foregoing by
executing a copy of this Confirmation and returning it to us by facsimile.

Yours faithfully


Credit Suisse International

Yours faithfully


Credit Suisse International

By:    /s/ PB
       ------------------------
Name:  Parminder Bains
Title: Vice President

By:    /s/ Laura Muir
       ------------------------
Name:  Laura Muir
Title: Authorised Signatory

Confirmed as of the date first written:

Granite Master Issuer plc

By:    /s/ S. Tyson
       ------------------------
Name:  Sharon Tyson
Title: Representing L.D.C. Securitisation
       Director No 2 Limited


                                      7
<PAGE>


               Cross-Currency Confirmation for Series 2007-2 (Class 3A2 Notes)
                                                             Execution Version



From:             Credit Suisse International
                  One Cabot Square
                  London  E14 4QJ
                  England

Attention:        Settlements

To:               Granite Master Issuer plc
                  Fifth Floor
                  100 Wood Street
                  London
                  EC2V 7EX

Attention:        Securitisation Team, Risk Operations



                                                                   23 May 2007


Dear Sirs,

Re:   Cross Currency Swap Transaction relating to the Issuer Notes

The purpose of this letter agreement (this "Confirmation") is to confirm the
terms and conditions of the Transaction entered into between us on the Trade
Date specified below (the "Transaction").

It is agreed that upon the execution of this Confirmation, we shall be deemed
to have entered into an agreement relating to the Issuer Notes on the terms of
the Agreed Form Agreement (the "Agreement") dated as of the Effective Date
specified below.

"Agreed Form Agreement" means the form of 1992 ISDA Master Agreement
(Multicurrency Cross Border) (including the Schedule thereto and the ISDA
Credit Support Annex (Bilateral Form - Transfer) forming part of the Schedule)
and signed for the purposes of identification by Sidley Austin (UK) LLP and
Credit Suisse International on 18 May 2007.

This Confirmation constitutes a "Confirmation" as referred to in, and
supplements, forms part of and is subject to, the Agreement. All provisions
contained in the Agreement govern this Confirmation except as expressly
modified herein.

The definitions and provisions contained in the 2000 ISDA Definitions as
published by the International Swaps and Derivatives Association, Inc. (the
"Definitions") are incorporated into this Confirmation. In the event of any
inconsistency between the Definitions and this Confirmation, this Confirmation
will govern. References herein to a "Transaction" shall be deemed to be
references to a "Swap Transaction" for the purposes of the Definitions. Any
terms not otherwise defined herein or in the Definitions shall have the
meanings given to them in the Programme Master Definitions Schedule signed for
the purposes of identification by Sidley Austin Brown & Wood (now known as
Sidley Austin (UK) LLP) and Allen & Overy LLP on 19 January 2005 (as the same
may be amended, restated, varied or


<PAGE>


supplemented from time to time with the consent of the parties hereto), and
the Issuer Master Definitions Schedule signed for the purposes of
identification by Sidley Austin Brown & Wood (now known as Sidley Austin (UK)
LLP) and Allen & Overy LLP on 19 January 2005 (as the same may be amended,
restated, varied or supplemented from time to time with the consent of the
parties hereto). The Issuer Master Definitions Schedule shall prevail to the
extent that it conflicts with the Master Definitions Schedule.

In this Confirmation:

"Conditions" means the terms and conditions of the Issuer Notes, as set out in
the Base Prospectus dated 17 May 2007 and the Final Terms dated 18 May 2007
(as each may be amended, restated, varied, supplemented and/or otherwise
modified from time to time in accordance with the provisions of the Issuer
Trust Deed), and any reference to a numbered Condition shall be construed
accordingly; and

"Issuer Notes" means the Granite Master Issuer plc EUR 1,000,000,000 Series
2007-02 Class 3A2 Notes due December 2054.

1     The terms of the particular Swap Transaction to which this Confirmation
      relates are as follows:

Party A:

Credit Suisse International

Party B:

Granite Master Issuer plc.

Trade Date:

16 May 2007.

Effective Date:

23 May 2007.

Termination Date:

The Floating Rate Payer I Payment Date falling in December 2054.

Exchange Rate:

GBP 1.00: EUR 1.4608.


A.    Floating Payments

Floating Amounts I:

      Floating Rate Payer I:

      Party A.

      Floating Rate Payer I Currency Amount:

      On any Floating Rate Payer I Payment Date, EUR 1,000,000,000 less the
      aggregate of the Floating Rate Payer I Interim Exchange Amounts paid
      prior to such date.

      Floating Rate Payer I Payment Dates:

      Each Note Payment Date (as defined in the Conditions).

      Floating Rate Payer I Floating Rate Option:

      EURIBOR (as defined in the Conditions).


                                      2
<PAGE>


      Floating Rate Payer I Designated Maturity:

      3 months; except in respect of the initial Calculation Period for which
      Linear Interpolation is applicable and in respect of which the Linear
      Interpolation shall be applied by reference to the 1 month and 2 month
      rates; or 1 month, in the event that the frequency of the Floating Rate
      Payer I Payment Dates alter to monthly due to the occurrence of a
      Pass-Through Trigger Event or Step-Up Date.

      Floating Rate Payer I Spread:

      0.10 per cent. per annum for the Calculation Periods up to and including
      the Calculation Period ending on, but excluding, the Payment Date
      falling in April 2012; and thereafter 0.20 per cent. per annum.

      Floating Rate Payer I Floating Rate Day Count Fraction:

      Actual/360.

      Floating Rate Payer I Reset Dates:

      The first day of each Calculation Period.

Floating Amounts II:

      Floating Rate Payer II:

      Party B.

      Floating Rate Payer II Currency Amount:

      On any Floating Rate Payer II Payment Date, GBP 684,556,407 less the
      aggregate of the Floating Rate Payer II Interim Exchange Amounts paid
      prior to such date.

      Floating Rate Payer II Payment Dates:

      The 17th day of each calendar month in each year during the Term from,
      and including, June 2007 to, but excluding, the Termination Date,
      subject to adjustment in accordance with the Following Business Day
      Convention and the Termination Date.

      Floating Rate Payer II Floating Rate Option:

      GBP-LIBOR-BBA.

      Floating Rate Payer II Designated Maturity:

      3 months; except in respect of the initial Calculation Period for which
      Linear Interpolation is applicable and


                                      3
<PAGE>


      in respect of which the Linear Interpolation shall be applied by
      reference to the 1 month and 2 month rates; or 1 month, following the
      occurrence of a Pass-Through Trigger Event or Step-Up Date.

      Floating Rate Payer II Spread:

      0.08483 per cent. per annum for the Calculation Periods up to and
      including the Calculation Period ending on, but excluding, the Payment
      Date falling in April 2012; and thereafter 0.3197 per cent. per annum.

      Floating Rate Payer II Floating Rate Day Count Fraction:

      Actual/365 (Fixed).

      Floating Rate Payer II Reset Dates:

      The first day of each Calculation Period; provided however, that in
      respect of every Floating Rate Payer II Calculation Period (other than
      the first Calculation Period and any Calculation Period following the
      occurrence of a Pass-Through Trigger Event or Step-Up Date) that does
      not start on a Note Payment Date (as defined in the Issuer Notes), the
      Floating Rate in effect for such Calculation Period shall be the
      Floating Rate for the immediately preceding Floating Rate Payer II
      Calculation Period.

Calculation Agent:

Party A.


Business Days:

London and TARGET

B.    Initial Exchange:

Initial Exchange Date:

Effective Date.

Party A Initial Exchange Amount:

GBP 684,556,407.

Party B Initial Exchange Amount:

EUR 1,000,000,000.

C.    Interim Exchange:

Interim Exchange Dates:

Each Note Payment Date (as defined in the Conditions) on which a EUR


                                      4
<PAGE>


Amortisation Amount is payable.

Floating Rate Payer I
Interim Exchange Amount:

In respect of an Interim Exchange Date, the amount in EUR (if any) equal to
the principal amount of the Issuer Notes required to be so repaid, prepaid or
otherwise redeemed (howsoever described) in accordance with the Conditions and
as determined by the Cash Manager pursuant to the Issuer Cash Management
Agreement; and notified to the Calculation Agent by the Issuer Cash Manager
pursuant to the Issuer Cash Management Agreement (the "EUR Amortisation
Amount").

Floating Rate Payer II
Interim Exchange Amount:

In respect of any Interim Exchange Date, an amount in GBP equal to the
Floating Rate Payer I Interim Exchange Amount converted into GBP at the
Exchange Rate.


D.    Final Exchange:

Final Exchange Date:

The Termination Date.

Floating Rate Payer I
Final Exchange Amount:

A EUR amount equal to the Floating Rate Payer II Final Exchange Amount
converted into EUR at the Exchange Rate.

Floating Rate Payer II
Final Exchange Amount:

The Floating Rate Payer II Currency Amount.


E.    Account Details:

Payments to Floating Rate Payer I:

Account for Payments in EUR:

Correspondent: CITIGB2L -
         Citibank London
Beneficiary:  CSFPGB2L -
         Credit Suisse International
Acc:  10403229

Account for Payments in GBP:

To be advised.


                                      5
<PAGE>


Payments to Floating Rate Payer II:

Account for Payments in EUR:

Citibank, N.A., London
A/C No. 10861537
SWIFT: CITIGB2L
Ref: GATS/Granite Master Issuer plc.

Account for Payments in GBP:

Citibank, N.A., London
A/C No. 10860255
Sort Code 18-50-08
Ref: GATS/Granite Master Issuer plc.

F.    Notice Details:

Floating Rate Payer I:

Credit Suisse International

         Address:

         One Cabot Square
         London
         E14 4QJ

         Facsimile Number:

         +65 6303 1187

         Attention:



         Settlements

Floating Rate Payer II:

Granite Master Issuer plc

         Address:



         Fifth Floor
         100 Wood Street
         London
         EC2V 7EX

With a copy to:

Northern Rock plc
Northern Rock House
Gosforth
Newcastle upon Tyne
NE3 4PL

         Facsimile Number:

         +44 (0)191 279 4929

         Attention:

         Andy McLean / Claire Blackett

With a copy to the Issuer Security Trustee:

The Bank of New York

         Address:

         One Canada Square
         48th Floor
         London
         E14 5AL

         Facsimile Number:

         +44 (0)20 7964 6399


                                      6
<PAGE>


G.    Offices:

The Office of Party A is London.

H.    Miscellaneous:


1.    It is understood and agreed that in the Schedule to the Agreement:

1.1   The words in the square brackets in the last paragraph of Part 5(f)(A)
      are incorporated into this Confirmation and the square brackets are
      accordingly deleted.

1.2   The words in the square brackets in Part 5(h)(iii) falling after the
      words "will not then fall due" are not incorporated into this
      Confirmation and the square brackets and words therein are accordingly
      deleted.

1.3   The words in the square brackets at the end of Part 5(h)(v) falling
      after the words "of any shortfall" are not incorporated into this
      Confirmation and the square brackets and words therein are accordingly
      deleted.

Please confirm your agreement to be bound by the terms of the foregoing by
executing a copy of this Confirmation and returning it to us by facsimile.

Yours faithfully


Credit Suisse International

By:    /s/ PB
       ------------------------
Name:  Parminder Bains
Title: Vice President

By:    /s/ Laura Muir
       ------------------------
Name:  Laura Muir
Title: Authorised Signatory

Confirmed as of the date first written:

Granite Master Issuer plc

By:    /s/ S. Tyson
       ------------------------
Name:  Sharon Tyson
Title: Representing L.D.C.
       Securitisation Director No 2 Limited


                                      7
<PAGE>


               Cross-Currency Confirmation for Series 2007-2 (Class 3B2 Notes)
                                                             Execution Version



From:             Credit Suisse International
                  One Cabot Square
                  London  E14 4QJ
                  England

Attention:        Settlements

To:               Granite Master Issuer plc
                  Fifth Floor
                  100 Wood Street
                  London
                  EC2V 7EX

Attention:        Securitisation Team, Risk Operations



                                                                   23 May 2007


Dear Sirs,

Re:   Cross Currency Swap Transaction relating to the Issuer Notes

The purpose of this letter agreement (this "Confirmation") is to confirm the
terms and conditions of the Transaction entered into between us on the Trade
Date specified below (the "Transaction").

It is agreed that upon the execution of this Confirmation, we shall be deemed
to have entered into an agreement relating to the Issuer Notes on the terms of
the Agreed Form Agreement (the "Agreement") dated as of the Effective Date
specified below.

"Agreed Form Agreement" means the form of 1992 ISDA Master Agreement
(Multicurrency Cross Border) (including the Schedule thereto and the ISDA
Credit Support Annex (Bilateral Form - Transfer) forming part of the Schedule)
and signed for the purposes of identification by Sidley Austin (UK) LLP and
Credit Suisse International on 18 May 2007.

This Confirmation constitutes a "Confirmation" as referred to in, and
supplements, forms part of and is subject to, the Agreement. All provisions
contained in the Agreement govern this Confirmation except as expressly
modified herein.

The definitions and provisions contained in the 2000 ISDA Definitions as
published by the International Swaps and Derivatives Association, Inc. (the
"Definitions") are incorporated into this Confirmation. In the event of any
inconsistency between the Definitions and this Confirmation, this Confirmation
will govern. References herein to a "Transaction" shall be deemed to be
references to a "Swap Transaction" for the purposes of the Definitions. Any
terms not otherwise defined herein or in the Definitions shall have the
meanings given to them in the Programme Master Definitions Schedule signed for
the purposes of identification by Sidley Austin Brown & Wood (now known as
Sidley Austin (UK) LLP) and Allen & Overy LLP on 19 January 2005 (as the same
may be amended, restated, varied or supplemented from time to time with the
consent of the parties hereto), and the Issuer Master Definitions Schedule
signed for the purposes of identification by Sidley Austin Brown & Wood (now
known as Sidley Austin (UK) LLP) and Allen & Overy LLP on 19 January 2005 (as
the same may be amended, restated, varied or


<PAGE>


supplemented from time to time with the consent of the parties hereto). The
Issuer Master Definitions Schedule shall prevail to the extent that it
conflicts with the Master Definitions Schedule.

In this Confirmation:

"Conditions" means the terms and conditions of the Issuer Notes, as set out in
the Base Prospectus dated 17 May 2007 and the Final Terms dated 18 May 2007
(as each may be amended, restated, varied, supplemented and/or otherwise
modified from time to time in accordance with the provisions of the Issuer
Trust Deed), and any reference to a numbered Condition shall be construed
accordingly; and

"Issuer Notes" means the Granite Master Issuer plc EUR 100,000,000 Series
2007-02 Class 3B2 Notes due December 2054.

1     The terms of the particular Swap Transaction to which this Confirmation
      relates are as follows:

Party A:

Credit Suisse International

Party B:

Granite Master Issuer plc.

Trade Date:

16 May 2007.

Effective Date:

23 May 2007.

Termination Date:

The Floating Rate Payer I Payment Date falling in December 2054.

Exchange Rate:

GBP 1.00: EUR 1.4608.


A.    Floating Payments

Floating Amounts I:

      Floating Rate Payer I:

      Party A.

      Floating Rate Payer I Currency Amount:

      On any Floating Rate Payer I Payment Date, EUR 100,000,000 less the
      aggregate of the Floating Rate Payer I Interim Exchange Amounts paid
      prior to such date.

      Floating Rate Payer I Payment Dates:

      Each Note Payment Date (as defined in the Conditions).

      Floating Rate Payer I Floating Rate Option:

      EURIBOR (as defined in the Conditions).


                                      2
<PAGE>


      Floating Rate Payer I Designated Maturity:

      3 months; except in respect of the initial Calculation Period for which
      Linear Interpolation is applicable and in respect of which the Linear
      Interpolation shall be applied by reference to the 1 month and 2 month
      rates; or 1 month, in the event that the frequency of the Floating Rate
      Payer I Payment Dates alter to monthly due to the occurrence of a
      Pass-Through Trigger Event or Step-Up Date.

      Floating Rate Payer I Spread:

      0.16 per cent. per annum for the Calculation Periods up to and including
      the Calculation Period ending on, but excluding, the Payment Date
      falling in April 2012; and thereafter 0.32 per cent. per annum.

      Floating Rate Payer I Floating Rate Day Count Fraction:

      Actual/360.

      Floating Rate Payer I Reset Dates:

      The first day of each Calculation Period.

Floating Amounts II:

      Floating Rate Payer II:

      Party B.

      Floating Rate Payer II Currency Amount:

      On any Floating Rate Payer II Payment Date, GBP 68,455,641 less the
      aggregate of the Floating Rate Payer II Interim Exchange Amounts paid
      prior to such date.

      Floating Rate Payer II Payment Dates:

      The 17th day of each calendar month in each year during the Term from,
      and including, June 2007 to, but excluding, the Termination Date,
      subject to adjustment in accordance with the Following Business Day
      Convention and the Termination Date.

      Floating Rate Payer II Floating Rate Option:

      GBP-LIBOR-BBA.

      Floating Rate Payer II Designated Maturity:

      3 months; except in respect of the initial Calculation Period for which
      Linear Interpolation is applicable and


                                      3
<PAGE>


      in respect of which the Linear Interpolation shall be applied by
      reference to the 1 month and 2 month rates; or 1 month, following the
      occurrence of a Pass-Through Trigger Event or Step-Up Date.

      Floating Rate Payer II Spread:

      0.15100 per cent. per annum for the Calculation Periods up to and
      including the Calculation Period ending on, but excluding, the Payment
      Date falling in April 2012; and thereafter 0.4520 per cent. per annum.

      Floating Rate Payer II Floating Rate Day Count Fraction:

      Actual/365 (Fixed).

      Floating Rate Payer II Reset Dates:

      The first day of each Calculation Period; provided however, that in
      respect of every Floating Rate Payer II Calculation Period (other than
      the first Calculation Period and any Calculation Period following the
      occurrence of a Pass-Through Trigger Event or Step-Up Date) that does
      not start on a Note Payment Date (as defined in the Issuer Notes), the
      Floating Rate in effect for such Calculation Period shall be the
      Floating Rate for the immediately preceding Floating Rate Payer II
      Calculation Period.

Calculation Agent:

Party A.


Business Days:

London and TARGET

B.    Initial Exchange:

Initial Exchange Date:

Effective Date.

Party A Initial Exchange Amount:

GBP 68,455,641.

Party B Initial Exchange Amount:

EUR 100,000,000.

C.    Interim Exchange:

Interim Exchange Dates:

Each Note Payment Date (as defined in the Conditions) on which a EUR


                                      4
<PAGE>


Amortisation Amount is payable.

Floating Rate Payer I
Interim Exchange Amount:

In respect of an Interim Exchange Date, the amount in EUR (if any) equal to
the principal amount of the Issuer Notes required to be so repaid, prepaid or
otherwise redeemed (howsoever described) in accordance with the Conditions and
as determined by the Cash Manager pursuant to the Issuer Cash Management
Agreement; and notified to the Calculation Agent by the Issuer Cash Manager
pursuant to the Issuer Cash Management Agreement (the "EUR Amortisation
Amount").

Floating Rate Payer II
Interim Exchange Amount:

In respect of any Interim Exchange Date, an amount in GBP equal to the
Floating Rate Payer I Interim Exchange Amount converted into GBP at the
Exchange Rate.


D.    Final Exchange:

Final Exchange Date:

The Termination Date.

Floating Rate Payer I
Final Exchange Amount:

A EUR amount equal to the Floating Rate Payer II Final Exchange Amount
converted into EUR at the Exchange Rate.

Floating Rate Payer II
Final Exchange Amount:

The Floating Rate Payer II Currency Amount.


E.    Account Details:

Payments to Floating Rate Payer I:

Account for Payments in EUR:

Correspondent: CITIGB2L -
         Citibank London
Beneficiary:  CSFPGB2L -
         Credit Suisse International
Acc:  10403229


                                      5
<PAGE>


Account for Payments in GBP:

To be advised.


Payments to Floating Rate Payer II:

Account for Payments in EUR:

Citibank, N.A., London
A/C No. 10861537
SWIFT: CITIGB2L
Ref: GATS/Granite Master Issuer plc.

Account for Payments in GBP:

Citibank, N.A., London
A/C No. 10860255
Sort Code 18-50-08
Ref: GATS/Granite Master Issuer plc.

F.    Notice Details:

Floating Rate Payer I:

Credit Suisse International

         Address:

         One Cabot Square
         London
         E14 4QJ

         Facsimile Number:

         +65 6303 1187

         Attention:

         Settlements

Floating Rate Payer II:

Granite Master Issuer plc

         Address:

         Fifth Floor
         100 Wood Street
         London
         EC2V 7EX

With a copy to:

Northern Rock plc
Northern Rock House
Gosforth
Newcastle upon Tyne
NE3 4PL

         Facsimile Number:

         +44 (0)191 279 4929

         Attention:

         Andy McLean / Claire Blackett

With a copy to the Issuer Security Trustee:

The Bank of New York

         Address:

         One Canada Square
         48th Floor
         London


                                      6
<PAGE>


         E14 5AL

         Facsimile Number:

         +44 (0)20 7964 6399

G.    Offices:

The Office of Party A is London.

H.    Miscellaneous:




1.    It is understood and agreed that in the Schedule to the Agreement:

1.1   The words in the square brackets in the last paragraph of Part 5(f)(A)
      are not incorporated into this Confirmation and the square brackets and
      words therein are accordingly deleted.

1.2   The words in the square brackets in Part 5(h)(iii) falling after the
      words "will not then fall due" are incorporated into this Confirmation
      and the square brackets are accordingly deleted.

1.3   The words in the square brackets at the end of Part 5(h)(v) falling
      after the words "of any shortfall" are incorporated into this
      Confirmation and the square brackets are accordingly deleted.

2.    If the payment of any Floating Amount I is deferred in accordance with
      Part 5(h)(iii) of the Schedule to the Agreement, then the amount so
      deferred (the "Floating Amount I Deferred Amount") shall, subject to the
      terms of this Confirmation, be payable on the next Floating Rate Payer I
      Payment Date (the "Floating Amount I Deferred Payment Date") (together
      with interest thereon (the "Floating Amount I Deferred Interest") at the
      Floating Rate Payer I Floating Rate for the relevant Calculation Period)
      and the Floating Amount I due on such Floating Amount I Deferred Payment
      Date shall be deemed to include the Floating Amount I Deferred Amounts
      and the Floating Amount I Deferred Interest.

      If the payment of any Floating Amount II is deferred in accordance with
      Part 5(h)(iii) of the Agreement, then the amount so deferred (the
      "Floating Amount II Deferred Amount") shall, subject to the terms of
      this Confirmation, be payable on the next Floating Rate Payer II Payment
      Date (the "Floating Amount II Deferred Payment Date") (together with
      interest thereon (the "Floating Amount II Deferred Interest") at the
      Floating Rate Payer II Floating Rate for the relevant Calculation
      Period) and the Floating Amount II due on such Floating Amount II
      Deferred Payment Date shall be deemed to include the Floating Amount II
      Deferred Amounts and the Floating Amount II Deferred Interest.


                                      7
<PAGE>


Please confirm your agreement to be bound by the terms of the foregoing by
executing a copy of this Confirmation and returning it to us by facsimile.

Yours faithfully


Credit Suisse International

Yours faithfully


Credit Suisse International

By:    /s/ PB
       ------------------------
Name:  Parminder Bains
Title: Vice President

By:    /s/ Laura Muir
       ------------------------
Name:  Laura Muir
Title: Authorised Signatory

Confirmed as of the date first written:

Granite Master Issuer plc

By:    /s/ S. Tyson
       ------------------------
Name:  Sharon Tyson
Title: Representing L.D.C. Securitisation
       Director No 2 Limited


                                      8
<PAGE>


               Cross-Currency Confirmation for Series 2007-2 (Class 2C2 Notes)
                                                             Execution Version



From:             Credit Suisse International
                  One Cabot Square
                  London  E14 4QJ
                  England

Attention:        Settlements

To:               Granite Master Issuer plc
                  Fifth Floor
                  100 Wood Street
                  London
                  EC2V 7EX

Attention:        Securitisation Team, Risk Operations



                                                                   23 May 2007


Dear Sirs,

Re:   Cross Currency Swap Transaction relating to the Issuer Notes

The purpose of this letter agreement (this "Confirmation") is to confirm the
terms and conditions of the Transaction entered into between us on the Trade
Date specified below (the "Transaction").

It is agreed that upon the execution of this Confirmation, we shall be deemed
to have entered into an agreement relating to the Issuer Notes on the terms of
the Agreed Form Agreement (the "Agreement") dated as of the Effective Date
specified below.

"Agreed Form Agreement" means the form of 1992 ISDA Master Agreement
(Multicurrency Cross Border) (including the Schedule thereto and the ISDA
Credit Support Annex (Bilateral Form - Transfer) forming part of the Schedule)
and signed for the purposes of identification by Sidley Austin (UK) LLP and
Credit Suisse International on 18 May 2007.

This Confirmation constitutes a "Confirmation" as referred to in, and
supplements, forms part of and is subject to, the Agreement. All provisions
contained in the Agreement govern this Confirmation except as expressly
modified herein.

The definitions and provisions contained in the 2000 ISDA Definitions as
published by the International Swaps and Derivatives Association, Inc. (the
"Definitions") are incorporated into this Confirmation. In the event of any
inconsistency between the Definitions and this Confirmation, this Confirmation
will govern. References herein to a "Transaction" shall be deemed to be
references to a "Swap Transaction" for the purposes of the Definitions. Any
terms not otherwise defined herein or in the Definitions shall have the
meanings given to them in the Programme Master Definitions Schedule signed for
the purposes of identification by Sidley Austin Brown & Wood (now known as
Sidley Austin (UK) LLP) and Allen & Overy LLP on 19 January 2005 (as the same
may be amended, restated, varied or


<PAGE>


supplemented from time to time with the consent of the parties hereto), and
the Issuer Master Definitions Schedule signed for the purposes of
identification by Sidley Austin Brown & Wood (now known as Sidley Austin (UK)
LLP) and Allen & Overy LLP on 19 January 2005 (as the same may be amended,
restated, varied or supplemented from time to time with the consent of the
parties hereto). The Issuer Master Definitions Schedule shall prevail to the
extent that it conflicts with the Master Definitions Schedule.

In this Confirmation:

"Conditions" means the terms and conditions of the Issuer Notes, as set out in
the Base Prospectus dated 17 May 2007 and the Final Terms dated 18 May 2007
(as each may be amended, restated, varied, supplemented and/or otherwise
modified from time to time in accordance with the provisions of the Issuer
Trust Deed), and any reference to a numbered Condition shall be construed
accordingly; and

"Issuer Notes" means the Granite Master Issuer plc EUR 52,000,000 Series
2007-02 Class 2C2 Notes due December 2054.

1     The terms of the particular Swap Transaction to which this Confirmation
      relates are as follows:

Party A:

Credit Suisse International

Party B:

Granite Master Issuer plc.

Trade Date:

16 May 2007.

Effective Date:

23 May 2007.

Termination Date:

The Floating Rate Payer I Payment Date falling in December 2054.

Exchange Rate:

GBP 1.00: EUR 1.4608.


A.    Floating Payments

Floating Amounts I:

      Floating Rate Payer I:

      Party A.

      Floating Rate Payer I Currency Amount:

      On any Floating Rate Payer I Payment Date, EUR 52,000,000 less the
      aggregate of the Floating Rate Payer I Interim Exchange Amounts paid
      prior to such date.

      Floating Rate Payer I Payment Dates:

      Each Note Payment Date (as defined in the Conditions).

      Floating Rate Payer I Floating Rate Option:

      EURIBOR (as defined in the Conditions).


                                      2
<PAGE>


      Floating Rate Payer I Designated Maturity:

      3 months; except in respect of the initial Calculation Period for which
      Linear Interpolation is applicable and in respect of which the Linear
      Interpolation shall be applied by reference to the 1 month and 2 month
      rates; or 1 month, in the event that the frequency of the Floating Rate
      Payer I Payment Dates alter to monthly due to the occurrence of a
      Pass-Through Trigger Event or Step-Up Date.

      Floating Rate Payer I Spread:

      0.43 per cent. per annum for the Calculation Periods up to and including
      the Calculation Period ending on, but excluding, the Payment Date
      falling in April 2012; and thereafter 0.86 per cent. per annum.

      Floating Rate Payer I Floating Rate Day Count Fraction:

      Actual/360.

      Floating Rate Payer I Reset Dates:

      The first day of each Calculation Period.

Floating Amounts II:

      Floating Rate Payer II:

      Party B.

      Floating Rate Payer II Currency Amount:

      On any Floating Rate Payer II Payment Date, GBP 35,596,933 less the
      aggregate of the Floating Rate Payer II Interim Exchange Amounts paid
      prior to such date.

      Floating Rate Payer II Payment Dates:

      The 17th day of each calendar month in each year during the Term from,
      and including, June 2007 to, but excluding, the Termination Date,
      subject to adjustment in accordance with the Following Business Day
      Convention and the Termination Date.

      Floating Rate Payer II Floating Rate Option:

      GBP-LIBOR-BBA.

      Floating Rate Payer II Designated Maturity:

      3 months; except in respect of the initial Calculation Period for which
      Linear Interpolation is applicable and


                                      3
<PAGE>


      in respect of which the Linear Interpolation shall be applied by
      reference to the 1 month and 2 month rates; or 1 month, following the
      occurrence of a Pass-Through Trigger Event or Step-Up Date.

      Floating Rate Payer II Spread:

      0.44389 per cent. per annum for the Calculation Periods up to and
      including the Calculation Period ending on, but excluding, the Payment
      Date falling in April 2012; and thereafter 1.0378 per cent. per annum.

      Floating Rate Payer II Floating Rate Day Count Fraction:

      Actual/365 (Fixed).

      Floating Rate Payer II Reset Dates:

      The first day of each Calculation Period; provided however, that in
      respect of every Floating Rate Payer II Calculation Period (other than
      the first Calculation Period and any Calculation Period following the
      occurrence of a Pass-Through Trigger Event or Step-Up Date) that does
      not start on a Note Payment Date (as defined in the Issuer Notes), the
      Floating Rate in effect for such Calculation Period shall be the
      Floating Rate for the immediately preceding Floating Rate Payer II
      Calculation Period.

Calculation Agent:

Party A.

Business Days:

London and TARGET

B.    Initial Exchange:

Initial Exchange Date:

Effective Date.

Party A Initial Exchange Amount:

GBP 35,596,933.

Party B Initial Exchange Amount:

EUR 52,000,000.

C.    Interim Exchange:

Interim Exchange Dates:

Each Note Payment Date (as defined in the Conditions) on which a EUR


                                      4
<PAGE>


Amortisation Amount is payable.

Floating Rate Payer I
Interim Exchange Amount:

In respect of an Interim Exchange Date, the amount in EUR (if any) equal to
the principal amount of the Issuer Notes required to be so repaid, prepaid or
otherwise redeemed (howsoever described) in accordance with the Conditions and
as determined by the Cash Manager pursuant to the Issuer Cash Management
Agreement; and notified to the Calculation Agent by the Issuer Cash Manager
pursuant to the Issuer Cash Management Agreement (the "EUR Amortisation
Amount").

Floating Rate Payer II
Interim Exchange Amount:

In respect of any Interim Exchange Date, an amount in GBP equal to the
Floating Rate Payer I Interim Exchange Amount converted into GBP at the
Exchange Rate.


D.    Final Exchange:

Final Exchange Date:

The Termination Date.

Floating Rate Payer I
Final Exchange Amount:

A EUR amount equal to the Floating Rate Payer II Final Exchange Amount
converted into EUR at the Exchange Rate.

Floating Rate Payer II
Final Exchange Amount:

The Floating Rate Payer II Currency Amount.


E.    Account Details:

Payments to Floating Rate Payer I:

Account for Payments in EUR:

Correspondent: CITIGB2L -
         Citibank London
Beneficiary:  CSFPGB2L -
         Credit Suisse International
Acc:  10403229


                                      5
<PAGE>


Account for Payments in GBP:

To be advised.


Payments to Floating Rate Payer II:

Account for Payments in EUR:

Citibank, N.A., London
A/C No. 10861537
SWIFT: CITIGB2L
Ref: GATS/Granite Master Issuer plc.

Account for Payments in GBP:

Citibank, N.A., London
A/C No. 10860255
Sort Code 18-50-08
Ref: GATS/Granite Master Issuer plc.

F.    Notice Details:

Floating Rate Payer I:

Credit Suisse International

         Address:

         One Cabot Square
         London
         E14 4QJ

         Facsimile Number:

         +65 6303 1187

         Attention:

         Settlements

Floating Rate Payer II:

Granite Master Issuer plc

         Address:

         Fifth Floor
         100 Wood Street
         London
         EC2V 7EX

With a copy to:

Northern Rock plc
Northern Rock House
Gosforth
Newcastle upon Tyne
NE3 4PL

         Facsimile Number:

         +44 (0)191 279 4929

         Attention:

         Andy McLean / Claire Blackett

With a copy to the Issuer Security Trustee:

The Bank of New York

         Address:

         One Canada Square
         48th Floor
         London


                                      6
<PAGE>


         E14 5AL

         Facsimile Number:

         +44 (0)20 7964 6399

G.    Offices:

The Office of Party A is London.

H.    Miscellaneous:

1.    It is understood and agreed that in the Schedule to the Agreement:

1.1   The words in the square brackets in the last paragraph of Part 5(f)(A)
      are not incorporated into this Confirmation and the square brackets and
      words therein are accordingly deleted.

1.2   The words in the square brackets in Part 5(h)(iii) falling after the
      words "will not then fall due" are incorporated into this Confirmation
      and the square brackets are accordingly deleted.

1.3   The words in the square brackets at the end of Part 5(h)(v) falling
      after the words "of any shortfall" are incorporated into this
      Confirmation and the square brackets are accordingly deleted.

2.    If the payment of any Floating Amount I is deferred in accordance with
      Part 5(h)(iii) of the Schedule to the Agreement, then the amount so
      deferred (the "Floating Amount I Deferred Amount") shall, subject to the
      terms of this Confirmation, be payable on the next Floating Rate Payer I
      Payment Date (the "Floating Amount I Deferred Payment Date") (together
      with interest thereon (the "Floating Amount I Deferred Interest") at the
      Floating Rate Payer I Floating Rate for the relevant Calculation Period)
      and the Floating Amount I due on such Floating Amount I Deferred Payment
      Date shall be deemed to include the Floating Amount I Deferred Amounts
      and the Floating Amount I Deferred Interest.

      If the payment of any Floating Amount II is deferred in accordance with
      Part 5(h)(iii) of the Agreement, then the amount so deferred (the
      "Floating Amount II Deferred Amount") shall, subject to the terms of
      this Confirmation, be payable on the next Floating Rate Payer II Payment
      Date (the "Floating Amount II Deferred Payment Date") (together with
      interest thereon (the "Floating Amount II Deferred Interest") at the
      Floating Rate Payer II Floating Rate for the relevant Calculation
      Period) and the Floating Amount II due on such Floating Amount II
      Deferred Payment Date shall be deemed to include the Floating Amount II
      Deferred Amounts and the Floating Amount II Deferred Interest.


                                      7
<PAGE>


Please confirm your agreement to be bound by the terms of the foregoing by
executing a copy of this Confirmation and returning it to us by facsimile.

Yours faithfully


Credit Suisse International

By:    /s/ PB
       ------------------------
Name:  Parminder Bains
Title: Vice President

By:    /s/ Laura Muir
       ------------------------
Name:  Laura Muir
Title: Authorised Signatory

Confirmed as of the date first written:

Granite Master Issuer plc

By:    /s/ S. Tyson
       ------------------------
Name:  Sharon Tyson
Title: Representing L.D.C. Securitisation
       Director No 2 Limited


                                      8
<PAGE>


               Cross-Currency Confirmation for Series 2007-2 (Class 3C2 Notes)
                                                             Execution Version



From:             Credit Suisse International
                  One Cabot Square
                  London  E14 4QJ
                  England

Attention:        Settlements

To:               Granite Master Issuer plc
                  Fifth Floor
                  100 Wood Street
                  London
                  EC2V 7EX

Attention:        Securitisation Team, Risk Operations



                                                                   23 May 2007


Dear Sirs,

Re:   Cross Currency Swap Transaction relating to the Issuer Notes

The purpose of this letter agreement (this "Confirmation") is to confirm the
terms and conditions of the Transaction entered into between us on the Trade
Date specified below (the "Transaction").

It is agreed that upon the execution of this Confirmation, we shall be deemed
to have entered into an agreement relating to the Issuer Notes on the terms of
the Agreed Form Agreement (the "Agreement") dated as of the Effective Date
specified below.

"Agreed Form Agreement" means the form of 1992 ISDA Master Agreement
(Multicurrency Cross Border) (including the Schedule thereto and the ISDA
Credit Support Annex (Bilateral Form - Transfer) forming part of the Schedule)
and signed for the purposes of identification by Sidley Austin (UK) LLP and
Credit Suisse International on 18 May 2007.

This Confirmation constitutes a "Confirmation" as referred to in, and
supplements, forms part of and is subject to, the Agreement. All provisions
contained in the Agreement govern this Confirmation except as expressly
modified herein.

The definitions and provisions contained in the 2000 ISDA Definitions as
published by the International Swaps and Derivatives Association, Inc. (the
"Definitions") are incorporated into this Confirmation. In the event of any
inconsistency between the Definitions and this Confirmation, this Confirmation
will govern. References herein to a "Transaction" shall be deemed to be
references to a "Swap Transaction" for the purposes of the Definitions. Any
terms not otherwise defined herein or in the Definitions shall have the
meanings given to them in the Programme Master Definitions Schedule signed for
the purposes of identification by Sidley Austin Brown & Wood (now known as
Sidley Austin (UK) LLP) and Allen & Overy LLP on 19 January 2005 (as the same
may be amended, restated, varied or


<PAGE>


supplemented from time to time with the consent of the parties hereto), and
the Issuer Master Definitions Schedule signed for the purposes of
identification by Sidley Austin Brown & Wood (now known as Sidley Austin (UK)
LLP) and Allen & Overy LLP on 19 January 2005 (as the same may be amended,
restated, varied or supplemented from time to time with the consent of the
parties hereto). The Issuer Master Definitions Schedule shall prevail to the
extent that it conflicts with the Master Definitions Schedule.

In this Confirmation:

"Conditions" means the terms and conditions of the Issuer Notes, as set out in
the Base Prospectus dated 17 May 2007 and the Final Terms dated 18 May 2007
(as each may be amended, restated, varied, supplemented and/or otherwise
modified from time to time in accordance with the provisions of the Issuer
Trust Deed), and any reference to a numbered Condition shall be construed
accordingly; and

"Issuer Notes" means the Granite Master Issuer plc EUR 84,500,000 Series
2007-02 Class 3C2 Notes due December 2054.

1     The terms of the particular Swap Transaction to which this Confirmation
      relates are as follows:

Party A:

Credit Suisse International

Party B:

Granite Master Issuer plc.

Trade Date:

16 May 2007.

Effective Date:

23 May 2007.

Termination Date:

The Floating Rate Payer I Payment Date falling in December 2054.

Exchange Rate:

GBP 1.00: EUR 1.4608.


A.    Floating Payments

Floating Amounts I:

      Floating Rate Payer I:

      Party A.

      Floating Rate Payer I Currency Amount:

      On any Floating Rate Payer I Payment Date, EUR 84,500,000 less the
      aggregate of the Floating Rate Payer I Interim Exchange Amounts paid
      prior to such date.

      Floating Rate Payer I Payment Dates:

      Each Note Payment Date (as defined in the Conditions).

      Floating Rate Payer I Floating Rate Option:

      EURIBOR (as defined in the Conditions).


                                      2
<PAGE>


      Floating Rate Payer I Designated Maturity:

      3 months; except in respect of the initial Calculation Period for which
      Linear Interpolation is applicable and in respect of which the Linear
      Interpolation shall be applied by reference to the 1 month and 2 month
      rates; or 1 month, in the event that the frequency of the Floating Rate
      Payer I Payment Dates alter to monthly due to the occurrence of a
      Pass-Through Trigger Event or Step-Up Date.

      Floating Rate Payer I Spread:

      0.49 per cent. per annum for the Calculation Periods up to and including
      the Calculation Period ending on, but excluding, the Payment Date
      falling in April 2012; and thereafter 0.98 per cent. per annum.

      Floating Rate Payer I Floating Rate Day Count Fraction:

      Actual/360.

      Floating Rate Payer I Reset Dates:

      The first day of each Calculation Period.

Floating Amounts II:

      Floating Rate Payer II:

      Party B.

      Floating Rate Payer II Currency Amount:

      On any Floating Rate Payer II Payment Date, GBP 57,845,016 less the
      aggregate of the Floating Rate Payer II Interim Exchange Amounts paid
      prior to such date.

      Floating Rate Payer II Payment Dates:

      The 17th day of each calendar month in each year during the Term from,
      and including, June 2007 to, but excluding, the Termination Date,
      subject to adjustment in accordance with the Following Business Day
      Convention and the Termination Date.

      Floating Rate Payer II Floating Rate Option:

      GBP-LIBOR-BBA.

      Floating Rate Payer II Designated Maturity:

      3 months; except in respect of the initial Calculation Period for which
      Linear Interpolation is applicable and


                                      3
<PAGE>


      in respect of which the Linear Interpolation shall be applied by
      reference to the 1 month and 2 month rates; or 1 month, following the
      occurrence of a Pass-Through Trigger Event or Step-Up Date.

      Floating Rate Payer II Spread:

      0.51590 per cent. per annum for the Calculation Periods up to and
      including the Calculation Period ending on, but excluding, the Payment
      Date falling in April 2012; and thereafter 1.1818 per cent. per annum.

      Floating Rate Payer II Floating Rate Day Count Fraction:

      Actual/365 (Fixed).

      Floating Rate Payer II Reset Dates:

      The first day of each Calculation Period; provided however, that in
      respect of every Floating Rate Payer II Calculation Period (other than
      the first Calculation Period and any Calculation Period following the
      occurrence of a Pass-Through Trigger Event or Step-Up Date) that does
      not start on a Note Payment Date (as defined in the Issuer Notes), the
      Floating Rate in effect for such Calculation Period shall be the
      Floating Rate for the immediately preceding Floating Rate Payer II
      Calculation Period.

Calculation Agent:

Party A.

Business Days:
London and TARGET

B.    Initial Exchange:

Initial Exchange Date:

Effective Date.

Party A Initial Exchange Amount:

GBP 57,845,016.

Party B Initial Exchange Amount:

EUR 84,500,000.

C.    Interim Exchange:

Interim Exchange Dates:

Each Note Payment Date (as defined in the Conditions) on which a EUR


                                      4
<PAGE>


Amortisation Amount is payable.

Floating Rate Payer I
Interim Exchange Amount:

In respect of an Interim Exchange Date, the amount in EUR (if any) equal to
the principal amount of the Issuer Notes required to be so repaid, prepaid or
otherwise redeemed (howsoever described) in accordance with the Conditions and
as determined by the Cash Manager pursuant to the Issuer Cash Management
Agreement; and notified to the Calculation Agent by the Issuer Cash Manager
pursuant to the Issuer Cash Management Agreement (the "EUR Amortisation
Amount").

Floating Rate Payer II
Interim Exchange Amount:

In respect of any Interim Exchange Date, an amount in GBP equal to the
Floating Rate Payer I Interim Exchange Amount converted into GBP at the
Exchange Rate.


D.    Final Exchange:

Final Exchange Date:

The Termination Date.

Floating Rate Payer I
Final Exchange Amount:

A EUR amount equal to the Floating Rate Payer II Final Exchange Amount
converted into EUR at the Exchange Rate.

Floating Rate Payer II
Final Exchange Amount:

The Floating Rate Payer II Currency Amount.


E.    Account Details:

Payments to Floating Rate Payer I:

Account for Payments in EUR:

Correspondent: CITIGB2L -
         Citibank London
Beneficiary:  CSFPGB2L -
         Credit Suisse International
Acc:  10403229


                                      5
<PAGE>


Account for Payments in GBP:

To be advised.


Payments to Floating Rate Payer II:

Account for Payments in EUR:

Citibank, N.A., London
A/C No. 10861537
SWIFT: CITIGB2L
Ref: GATS/Granite Master Issuer plc.

Account for Payments in GBP:

Citibank, N.A., London
A/C No. 10860255
Sort Code 18-50-08
Ref: GATS/Granite Master Issuer plc.

F.    Notice Details:

Floating Rate Payer I:

Credit Suisse International

         Address:

         One Cabot Square
         London
         E14 4QJ

         Facsimile Number:

         +65 6303 1187

         Attention:

         Settlements

Floating Rate Payer II:

Granite Master Issuer plc

         Address:

         Fifth Floor
         100 Wood Street
         London
         EC2V 7EX

With a copy to:

Northern Rock plc
Northern Rock House
Gosforth
Newcastle upon Tyne
NE3 4PL

         Facsimile Number:

         +44 (0)191 279 4929

         Attention:

         Andy McLean / Claire Blackett

With a copy to the Issuer Security Trustee:

The Bank of New York

         Address:

         One Canada Square
         48th Floor
         London


                                      6
<PAGE>


         E14 5AL

         Facsimile Number:

         +44 (0)20 7964 6399

G.    Offices:

The Office of Party A is London.

H.    Miscellaneous:

1.    It is understood and agreed that in the Schedule to the Agreement:

1.1   The words in the square brackets in the last paragraph of Part 5(f)(A)
      are not incorporated into this Confirmation and the square brackets and
      words therein are accordingly deleted.

1.2   The words in the square brackets in Part 5(h)(iii) falling after the
      words "will not then fall due" are incorporated into this Confirmation
      and the square brackets are accordingly deleted.

1.3   The words in the square brackets at the end of Part 5(h)(v) falling
      after the words "of any shortfall" are incorporated into this
      Confirmation and the square brackets are accordingly deleted.

2.    If the payment of any Floating Amount I is deferred in accordance with
      Part 5(h)(iii) of the Schedule to the Agreement, then the amount so
      deferred (the "Floating Amount I Deferred Amount") shall, subject to the
      terms of this Confirmation, be payable on the next Floating Rate Payer I
      Payment Date (the "Floating Amount I Deferred Payment Date") (together
      with interest thereon (the "Floating Amount I Deferred Interest") at the
      Floating Rate Payer I Floating Rate for the relevant Calculation Period)
      and the Floating Amount I due on such Floating Amount I Deferred Payment
      Date shall be deemed to include the Floating Amount I Deferred Amounts
      and the Floating Amount I Deferred Interest.

      If the payment of any Floating Amount II is deferred in accordance with
      Part 5(h)(iii) of the Agreement, then the amount so deferred (the
      "Floating Amount II Deferred Amount") shall, subject to the terms of
      this Confirmation, be payable on the next Floating Rate Payer II Payment
      Date (the "Floating Amount II Deferred Payment Date") (together with
      interest thereon (the "Floating Amount II Deferred Interest") at the
      Floating Rate Payer II Floating Rate for the relevant Calculation
      Period) and the Floating Amount II due on such Floating Amount II
      Deferred Payment Date shall be deemed to include the Floating Amount II
      Deferred Amounts and the Floating Amount II Deferred Interest.


                                      7
<PAGE>


Please confirm your agreement to be bound by the terms of the foregoing by
executing a copy of this Confirmation and returning it to us by facsimile.

Yours faithfully


Credit Suisse International

By:    /s/ PB
       ------------------------
Name:  Parminder Bains
Title: Vice President

By:    /s/ Laura Muir
       ------------------------
Name:  Laura Muir
Title: Authorised Signatory

Confirmed as of the date first written:

Granite Master Issuer plc

By:    /s/ S. Tyson
       ------------------------
Name:  Sharon Tyson
Title: Representing L.D.C. Securitisation
       Director No 2 Limited


                                      8
<PAGE>


               Cross-Currency Confirmation for Series 2007-2 (Class 3M2 Notes)
                                                             Execution Version



From:             Credit Suisse International
                  One Cabot Square
                  London  E14 4QJ
                  England

Attention:        Settlements

To:               Granite Master Issuer plc
                  Fifth Floor
                  100 Wood Street
                  London
                  EC2V 7EX

Attention:        Securitisation Team, Risk Operations



                                                                   23 May 2007


Dear Sirs,

Re:   Cross Currency Swap Transaction relating to the Issuer Notes

The purpose of this letter agreement (this "Confirmation") is to confirm the
terms and conditions of the Transaction entered into between us on the Trade
Date specified below (the "Transaction").

It is agreed that upon the execution of this Confirmation, we shall be deemed
to have entered into an agreement relating to the Issuer Notes on the terms of
the Agreed Form Agreement (the "Agreement") dated as of the Effective Date
specified below.

"Agreed Form Agreement" means the form of 1992 ISDA Master Agreement
(Multicurrency Cross Border) (including the Schedule thereto and the ISDA
Credit Support Annex (Bilateral Form - Transfer) forming part of the Schedule)
and signed for the purposes of identification by Sidley Austin (UK) LLP and
Credit Suisse International on 18 May 2007.

This Confirmation constitutes a "Confirmation" as referred to in, and
supplements, forms part of and is subject to, the Agreement. All provisions
contained in the Agreement govern this Confirmation except as expressly
modified herein.

The definitions and provisions contained in the 2000 ISDA Definitions as
published by the International Swaps and Derivatives Association, Inc. (the
"Definitions") are incorporated into this Confirmation. In the event of any
inconsistency between the Definitions and this Confirmation, this Confirmation
will govern. References herein to a "Transaction" shall be deemed to be
references to a "Swap Transaction" for the purposes of the Definitions. Any
terms not otherwise defined herein or in the Definitions shall have the
meanings given to them in the Programme Master Definitions Schedule signed for
the purposes of identification by Sidley Austin Brown & Wood (now known as
Sidley Austin (UK) LLP) and Allen & Overy LLP on 19 January 2005 (as the same
may be amended, restated, varied or


<PAGE>


supplemented from time to time with the consent of the parties hereto), and
the Issuer Master Definitions Schedule signed for the purposes of
identification by Sidley Austin Brown & Wood (now known as Sidley Austin (UK)
LLP) and Allen & Overy LLP on 19 January 2005 (as the same may be amended,
restated, varied or supplemented from time to time with the consent of the
parties hereto). The Issuer Master Definitions Schedule shall prevail to the
extent that it conflicts with the Master Definitions Schedule.

In this Confirmation:

"Conditions" means the terms and conditions of the Issuer Notes, as set out in
the Base Prospectus dated 17 May 2007 and the Final Terms dated 18 May 2007
(as each may be amended, restated, varied, supplemented and/or otherwise
modified from time to time in accordance with the provisions of the Issuer
Trust Deed), and any reference to a numbered Condition shall be construed
accordingly; and

"Issuer Notes" means the Granite Master Issuer plc EUR 162,000,000 Series
2007-02 Class 3M2 Notes due December 2054.

1     The terms of the particular Swap Transaction to which this Confirmation
      relates are as follows:

Party A:

Credit Suisse International

Party B:

Granite Master Issuer plc.

Trade Date:

16 May 2007.

Effective Date:

23 May 2007.

Termination Date:

The Floating Rate Payer I Payment Date falling in December 2054.

Exchange Rate:

GBP 1.00: EUR 1.4608.


A.    Floating Payments

Floating Amounts I:

      Floating Rate Payer I:

      Party A.

      Floating Rate Payer I Currency Amount:

      On any Floating Rate Payer I Payment Date, EUR 162,000,000 less the
      aggregate of the Floating Rate Payer I Interim Exchange Amounts paid
      prior to such date.

      Floating Rate Payer I Payment Dates:

      Each Note Payment Date (as defined in the Conditions).

      Floating Rate Payer I Floating Rate Option:

      EURIBOR (as defined in the Conditions).


                                      2
<PAGE>


      Floating Rate Payer I Designated Maturity:

      3 months; except in respect of the initial Calculation Period for which
      Linear Interpolation is applicable and in respect of which the Linear
      Interpolation shall be applied by reference to the 1 month and 2 month
      rates; or 1 month, in the event that the frequency of the Floating Rate
      Payer I Payment Dates alter to monthly due to the occurrence of a
      Pass-Through Trigger Event or Step-Up Date.

      Floating Rate Payer I Spread:

      0.29 per cent. per annum for the Calculation Periods up to and including
      the Calculation Period ending on, but excluding, the Payment Date
      falling in April 2012; and thereafter 0.58 per cent. per annum.

      Floating Rate Payer I Floating Rate Day Count Fraction:

      Actual/360.

      Floating Rate Payer I Reset Dates:

      The first day of each Calculation Period.

Floating Amounts II:

      Floating Rate Payer II:

      Party B.

      Floating Rate Payer II Currency Amount:

      On any Floating Rate Payer II Payment Date, GBP 110,898,138 less the
      aggregate of the Floating Rate Payer II Interim Exchange Amounts paid
      prior to such date.

      Floating Rate Payer II Payment Dates:

      The 17th day of each calendar month in each year during the Term from,
      and including, June 2007 to, but excluding, the Termination Date,
      subject to adjustment in accordance with the Following Business Day
      Convention and the Termination Date.

      Floating Rate Payer II Floating Rate Option:

      GBP-LIBOR-BBA.

      Floating Rate Payer II Designated Maturity:

      3 months; except in respect of the initial Calculation Period for which
      Linear Interpolation is applicable and


                                      3
<PAGE>


      in respect of which the Linear Interpolation shall be applied by
      reference to the 1 month and 2 month rates; or 1 month, following the
      occurrence of a Pass-Through Trigger Event or Step-Up Date.

      Floating Rate Payer II Spread:

      0.28933 per cent. per annum for the Calculation Periods up to and
      including the Calculation Period ending on, but excluding, the Payment
      Date falling in April 2012; and thereafter 0.7287 per cent. per annum.

      Floating Rate Payer II Floating Rate Day Count Fraction:

      Actual/365 (Fixed).

      Floating Rate Payer II Reset Dates:

      The first day of each Calculation Period; provided however, that in
      respect of every Floating Rate Payer II Calculation Period (other than
      the first Calculation Period and any Calculation Period following the
      occurrence of a Pass-Through Trigger Event or Step-Up Date) that does
      not start on a Note Payment Date (as defined in the Issuer Notes), the
      Floating Rate in effect for such Calculation Period shall be the
      Floating Rate for the immediately preceding Floating Rate Payer II
      Calculation Period.

Calculation Agent:

Party A.


Business Days:


London and TARGET

B.    Initial Exchange:

Initial Exchange Date:

Effective Date.

Party A Initial Exchange Amount:

GBP 110,898,138.

Party B Initial Exchange Amount:

EUR 162,000,000.

C.    Interim Exchange:

Interim Exchange Dates:

Each Note Payment Date (as defined in the Conditions) on which a EUR


                                      4
<PAGE>


Amortisation Amount is payable.

Floating Rate Payer I
Interim Exchange Amount:

In respect of an Interim Exchange Date, the amount in EUR (if any) equal to
the principal amount of the Issuer Notes required to be so repaid, prepaid or
otherwise redeemed (howsoever described) in accordance with the Conditions and
as determined by the Cash Manager pursuant to the Issuer Cash Management
Agreement; and notified to the Calculation Agent by the Issuer Cash Manager
pursuant to the Issuer Cash Management Agreement (the "EUR Amortisation
Amount").

Floating Rate Payer II
Interim Exchange Amount:

In respect of any Interim Exchange Date, an amount in GBP equal to the
Floating Rate Payer I Interim Exchange Amount converted into GBP at the
Exchange Rate.


D.    Final Exchange:

Final Exchange Date:

The Termination Date.

Floating Rate Payer I
Final Exchange Amount:

A EUR amount equal to the Floating Rate Payer II Final Exchange Amount
converted into EUR at the Exchange Rate.

Floating Rate Payer II
Final Exchange Amount:

The Floating Rate Payer II Currency Amount.

E.    Account Details:

Payments to Floating Rate Payer I:

Account for Payments in EUR:

Correspondent: CITIGB2L -
         Citibank London
Beneficiary:  CSFPGB2L -
         Credit Suisse International
Acc:  10403229


                                      5
<PAGE>


Account for Payments in GBP:

To be advised.


Payments to Floating Rate Payer II:

Account for Payments in EUR:

Citibank, N.A., London
A/C No. 10861537
SWIFT: CITIGB2L
Ref: GATS/Granite Master Issuer plc.

Account for Payments in GBP:

Citibank, N.A., London
A/C No. 10860255
Sort Code 18-50-08
Ref: GATS/Granite Master Issuer plc.

F.    Notice Details:

Floating Rate Payer I:

Credit Suisse International

         Address:

         One Cabot Square
         London
         E14 4QJ

         Facsimile Number:

         +65 6303 1187

         Attention:

         Settlements

Floating Rate Payer II:

Granite Master Issuer plc

         Address:

         Fifth Floor
         100 Wood Street
         London
         EC2V 7EX

With a copy to:

Northern Rock plc
Northern Rock House
Gosforth
Newcastle upon Tyne
NE3 4PL

         Facsimile Number:

         +44 (0)191 279 4929

         Attention:

Andy McLean / Claire Blackett

With a copy to the Issuer Security Trustee:

The Bank of New York

         Address:

         One Canada Square
         48th Floor
         London


                                      6
<PAGE>


         E14 5AL

         Facsimile Number:

         +44 (0)20 7964 6399

G.       Offices:

The Office of Party A is London.

H.    Miscellaneous:

1.    It is understood and agreed that in the Schedule to the Agreement:

1.1   The words in the square brackets in the last paragraph of Part 5(f)(A)
      are not incorporated into this Confirmation and the square brackets and
      words therein are accordingly deleted.

1.2   The words in the square brackets in Part 5(h)(iii) falling after the
      words "will not then fall due" are incorporated into this Confirmation
      and the square brackets are accordingly deleted.

1.3   The words in the square brackets at the end of Part 5(h)(v) falling
      after the words "of any shortfall" are incorporated into this
      Confirmation and the square brackets are accordingly deleted.

2.    If the payment of any Floating Amount I is deferred in accordance with
      Part 5(h)(iii) of the Schedule to the Agreement, then the amount so
      deferred (the "Floating Amount I Deferred Amount") shall, subject to the
      terms of this Confirmation, be payable on the next Floating Rate Payer I
      Payment Date (the "Floating Amount I Deferred Payment Date") (together
      with interest thereon (the "Floating Amount I Deferred Interest") at the
      Floating Rate Payer I Floating Rate for the relevant Calculation Period)
      and the Floating Amount I due on such Floating Amount I Deferred Payment
      Date shall be deemed to include the Floating Amount I Deferred Amounts
      and the Floating Amount I Deferred Interest.

      If the payment of any Floating Amount II is deferred in accordance with
      Part 5(h)(iii) of the Agreement, then the amount so deferred (the
      "Floating Amount II Deferred Amount") shall, subject to the terms of
      this Confirmation, be payable on the next Floating Rate Payer II Payment
      Date (the "Floating Amount II Deferred Payment Date") (together with
      interest thereon (the "Floating Amount II Deferred Interest") at the
      Floating Rate Payer II Floating Rate for the relevant Calculation
      Period) and the Floating Amount II due on such Floating Amount II
      Deferred Payment Date shall be deemed to include the Floating Amount II
      Deferred Amounts and the Floating Amount II Deferred Interest.


                                      7
<PAGE>


Please confirm your agreement to be bound by the terms of the foregoing by
executing a copy of this Confirmation and returning it to us by facsimile.

Yours faithfully


Credit Suisse International

By:    /s/ PB
       ------------------------
Name:  Parminder Bains
Title: Vice President

By:    /s/ Laura Muir
       ------------------------
Name:  Laura Muir
Title: Authorised Signatory

Confirmed as of the date first written:

Granite Master Issuer plc

By:    /s/ S. Tyson
       ------------------------
Name:  Sharon Tyson
Title: Representing L.D.C. Securitisation
       Director No 2 Limited


                                      8