IMPORTANT NOTICE

IMPORTANT: You must read the following notice before continuing. The following notice applies to theattached final terms and base prospectus (the final terms) whether received by e-mail, accessed from aninternet page or otherwise received as a result of electronic communication and you are therefore advised toread this notice carefully before reading, accessing or making any other use of the attached final terms. Inreading, accessing or making any other use of the attached final terms, you agree to be bound by thefollowing terms and conditions and each of the restrictions set out in the attached final terms, including anymodifications made to them from time to time, each time you receive any information from us as a result ofsuch access.

NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER TO SELL OR ASOLICITATION OF AN OFFER TO BUY THE SECURITIES DESCRIBED IN THE ATTACHED FINALTERMS IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOTBEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED(THE SECURITIES ACT) OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OROTHER JURISDICTION, AND HOLMES MASTER ISSUER PLC (THE ISSUING ENTITY) HAS NOTREGISTERED AND DOES NOT INTEND TO REGISTER AS AN INVESTMENT COMPANY UNDER THEUNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE INVESTMENTCOMPANY ACT). THE SECURITIES ARE BEING OFFERED AND SOLD: (1) WITHIN THE UNITEDSTATES IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT (RULE 144A) ONLY TOPERSONS THAT ARE QUALIFIED INSTITUTIONAL BUYERS (EACH A QIB) WITHIN THE MEANING OFRULE 144A ACTING FOR THEIR OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QIB; AND (2)OUTSIDE OF THE UNITED STATES TO PERSONS OTHER THAN U.S. PERSONS (AS DEFINED INREGULATION S UNDER THE SECURITIES ACT (REGULATION S)) IN AN OFFSHORE TRANSACTIONIN RELIANCE ON REGULATION S. WITHIN THE UNITED KINGDOM, THE ATTACHED FINAL TERMS ISDIRECTED ONLY AT PERSONS WHO (a) HAVE PROFESSIONAL EXPERIENCE IN MATTERSRELATING TO INVESTMENTS OR (b) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(a) TO (d) OFTHE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (ALLSUCH PERSONS TOGETHER BEING REFERRED TO AS RELEVANT PERSONS). THE ATTACHEDFINAL TERMS MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANTPERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THE ATTACHED FINAL TERMSRELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITHRELEVANT PERSONS. FOR A MORE COMPLETE DESCRIPTION OF RESTRICTIONS ON OFFERS ANDSALES, SEE METHOD OF DISTRIBUTION AND TRANSFER RESTRICTIONS IN THE ATTACHED FINALTERMS.

THE ATTACHED FINAL TERMS MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHERPERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER AND, IN PARTICULAR,MAY NOT BE FORWARDED TO ANY U.S. PERSON UNLESS SUCH PERSON IS A QIB. DISTRIBUTIONOR REPRODUCTION OF THE ATTACHED FINAL TERMS IN WHOLE OR IN PART IS UNAUTHORISED.FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIESACT OR THE APPLICABLE SECURITIES LAWS OF OTHER JURISDICTIONS.

Confirmation of Your Representation: In order to be eligible to view the attached final terms or make aninvestment decision with respect to the securities, (1) each prospective investor in respect of the securitiesbeing offered pursuant to Rule 144A must be a QIB, (2) each prospective investor in respect of the securitiesbeing offered outside of the United States in an offshore transaction pursuant to Regulation S must be aperson other than a U.S. person and (3) each prospective investor in respect of the securities being offeredin the United Kingdom must be a Relevant Person. By accepting the e-mail and accessing, reading ormaking any other use of the attached final terms, you shall be deemed to have represented to BancoSantander, S.A., being the sender of the attached, that (1 ) in respect of the securities being offered pursuantto Rule 144A, you are (or the person you represent is) a QIB, and that the electronic mail (or e-mail) addressto which, pursuant to your request, the attached final terms has been delivered by electronic transmission isutilised by a QIB, or (2) in respect of the securities being offered outside of the United States in an offshoretransaction pursuant to Regulation S, you are (or the person you represent is) a person other than a U.S.person, and that the electronic mail (or e-mail) address to which, pursuant to your request, the attached finalterms has been delivered by electronic transmission is utilised by a person other than a U.S. person, and inrespect of the securities being offered in the United Kingdom, you are (or the person you represent is) aRelevant Person, and (3) you are a person to whom the attached final terms may be delivered in accordancewith the restrictions set out in the sections of the attached final terms entitled Transfer Restrictions andMethod of Distribution in the attached final terms.

The attached final terms has been sent to you in an electronic form. You are reminded that documentstransmitted via this medium may be altered or changed during the process of electronic transmission andconsequently none of Banco Santander, S.A., the issuing entity, nor any person who controls or is a director,officer, employee or agent of Banco Santander, S.A. or the issuing entity, nor any affiliate of any such personaccepts any liability or responsibility whatsoever in respect of any difference between the attached finalterms distributed to you in electronic format and the hard copy version available to you on request fromBanco Santander, S.A.

You are reminded that the attached final terms has been delivered to you on the basis that you are a personinto whose possession the attached final terms may be lawfully delivered in accordance with the laws ofjurisdiction in which you are located and you may not nor are you authorised to deliver the attached finalterms to any other person.

The materials relating to the offering do not constitute, and may not be used in connection with, an offer orsolicitation in any place where such offers or solicitations are not permitted by law. If a jurisdiction requiresthat the offering be made by a licensed broker or dealer and the managers or any affiliate of the managers isa licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the managers orsuch affiliate on behalf of the issuing entity in such jurisdiction.

Under no circumstances shall the attached final terms constitute an offer to sell or the solicitation of an offerto buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or salewould be unlawful. Recipients of the attached final terms who intend to subscribe for or purchase thesecurities are reminded that any subscription or purchase may only be made on the basis of the informationcontained in the final terms.

The distribution of the attached final terms in certain jurisdictions may be restricted by law. Personsinto whose possession the attached final terms comes are required by Banco Santander, S.A. andthe issuing entity to inform themselves about, and to observe, any such restrictions.

Final Terms dated 19 December 2008(relating to the base prospectus dated 20 March 2008 as amended and supplemented by a supplemental prospectus

dated 19 December 2008)

HOLMES MASTER ISSUER PLC(Incorporated with limited liability in England and Wales with registered number 05953811)

Residential Mortgage-Backed Note Issuance ProgrammeIssue 2008-2 Notes

Series

Series 1

Class

Class A1

Series 1 Class A2

Series 1 Class A3

Series 1 Class B

Series 1 Class C

Series 1 Class D

Interest rate

Three-month SterlingLIBOR +0.09 per cent

Three-month SterlingLIBOR +0.10 per cent

Three-MONTH USD-LIBOR +0.52 per cent.

Three-month SterlingLIBOR +0.40 per cent.

Three-month SterlingLIBOR +0.70 per cent.

Three-month SterlingLIBOR +0.90 per cent.

Initial principalamount

£2,000,000,000

£7,000,000,000

Issueprice

100%

100%

$5,425,000,000 100%

£450,000,000 100%

£220,000,000 100%

£190,000,000 100%

Scheduledredemption dates

15 January 201015 April 201015 July 2010

15 January 201115 July 2011

15 October 201115 January 2012

15 April 201215 July 2012

15 October 201215 January 2013

15 April 2013

15 July 201315 October 201315 January 2014

15 April 201415 July 2014

15 July 2014

15 July 2014

15 July 2014

Maturitydate

July 2040

July 2040

July 2040

July 2040

July 2040

July 2040

The above series of notes will be collectively referred to herein as the issue 2008-2 notes.

Terms used herein shall be deemed to be defined as such for the purposes of the conditions set forth in the base prospectus dated 20 March2008 (the US base prospectus), as amended by a supplemental prospectus dated 18 December 2008 (the supplemental prospectus), whichconstitutes a base prospectus (the base prospectus) for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the ProspectusDirective). This document constitutes the final terms (the final terms) of the issuing entity notes described herein for the purposes of Article 5.4of the Prospectus Directive and must be read in conjunction with the base prospectus. References to a prospectus supplement in the baseprospectus shall be deemed to refer to these final terms. Full information on the issuing entity and the offer of the series and classes (or sub-classes) of issuing entity notes described herein is only available on the basis of the combination of these final terms and the base prospectus.The base prospectus is available for viewing at the offices of the Principal Paying Agent at 40th Floor, One Canada Square, London E14 5ALand copies may be obtained from the registered office of the issuing entity at Abbey National House, 2 Triton Square, Regent's Place, LondonNW1 3AN or from the website of the London Stock Exchange.

The issue 2008-2 notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act), or anystate securities laws and unless so registered may. not be offered or sold within the United States or to, or for the account or benefit of, U.S.persons (as defined in Regulation S under the Securities Act (Regulation S)) except pursuant to an exemption from, or in a transaction notsubject to, the registration requirements of the Securities Act and the applicable state securities laws.

The issue 2008-2 notes will be issued (a) with respect to the series 1 class A3 notes only, in the United States only to qualified institutionalbuyers (as defined in and in reliance on Rule 144A under the Securities Act (Rule 144A)) (referred to herein as the issue 2008-2 Rule 144Anotes) and (b) outside the United States to persons other than U.S. persons in offshore transactions in reliance on Regulation S (referred toherein as the issue 2008-2 Reg S notes). For a description of certain restrictions on resales or transfers of the issue 2008-2 notes, see "Methodof distribution" and "Transfer Restrictions".

It is expected that Abbey National pic and/or one or more related group companies will purchase the issue 2008-2 notes from Banco Santander,S.A. (acting as Initial Purchaser and Dealer).

BARCLAYS CAPITALArrangers for the programme

CITI DEUTSCHE BANK

Dealer and Arranger for the issue

SANTANDER GLOBAL BANKING &MARKETS

AVAILABLE INFORMATION

The issuing entity will agree that, for so long as any of the issue 2008-2 notes sold in the United States inreliance on Rule 144A remain outstanding and are "restricted securities" within the meaning of Rule

144(a)(3) under the Securities Act, the issuing entity will furnish, upon request of a holder of such a note or ofany beneficial owner or by any prospective purchaser designated by such holder or beneficial owner theinformation required to be delivered under Rule 144A(d)(4) under the Securities Act if at the time of therequest the issuing entity is not a reporting company under Section 13 or Section 15(d) of the United StatesSecurities Exchange Act of 1934, as amended (the Exchange Act), or is not exempt from reporting pursuantto Rule 12g3-2(b) under the Exchange Act.

ENFORCEABILITY OF JUDGEMENTS

The issuing entity is a public limited company registered in England and Wales and its executive offices andadministrative activities are located outside the United States. All of the issuing entity's assets are locatedoutside the United States. None of the officers and directors of the issuing entity are residents of the UnitedStates. As a result, it may not be possible for investors to effect service of process within the United Statesupon the issuing entity or any such person not residing in the United States with respect to matters arisingunder the federal securities laws of the United States or any state or other jurisdiction within the UnitedStates, or to enforce against them judgements of courts of the United States predicated upon the civil liabilityprovisions of such securities laws. There is doubt as to the enforceability in the United Kingdom, in originalactions or in actions for the enforcement of judgement of U.S. courts, of civil liabilities predicated solely uponsuch securities laws.

NOTICE TO NEW HAMPSHIRE RESIDENTS ONLY

NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSEHAS BEEN FILED UNDER CHAPTER 421-B OF THE STATE OF NEW HAMPSHIRE REVISEDSTATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY ISEFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRECONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANYDOCUMENT FILED UNDER RSA CHAPTER 421-B IS TRUE, COMPLETE AMD NOT MISLEADING.NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLEFOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE OF NEWHAMPSHIRE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, ORRECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT ISUNLAWFUL TO MAKE OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMEROR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

THE ISSUE 2008-2 NOTES WILL BE OBLIGATIONS OF THE ISSUING ENTITY ONLY. THE ISSUE 2008-2 NOTES WILL NOT BE OBLIGATIONS OF, OR THE RESPONSIBILITY OF, OR GUARANTEED BY,ANY PERSON OTHER THAN THE ISSUING ENTITY. IN PARTICULAR, THE ISSUE 2008-2 NOTES WILLNOT BE OBLIGATIONS OF, OR THE RESPONSIBILITY OF, OR GUARANTEED BY, ABBEY NATIONALPLC, THE ISSUING ENTITY SWAP PROVIDER, THE INITIAL PURCHASER, THE MORTGAGESTRUSTEE, THE NOTE TRUSTEE, THE ISSUING ENTITY SECURITY TRUSTEE, THE PREVIOUSISSUING ENTITIES (EACH AS DEFINED HEREIN), ANY COMPANY IN THE SAME GROUP OFCOMPANIES AS ABBEY NATIONAL PLC OR THE INITIAL PURCHASER OR ANY OTHER PARTY TOTHE TRANSACTION DOCUMENTS. NO LIABILITY WHATSOEVER IN RESPECT OF ANY FAILURE BYTHE ISSUING ENTITY TO PAY ANY AMOUNT DUE UNDER THE ISSUE 2008-2 NOTES SHALL BEACCEPTED BY ANY PERSON OTHER THAN THE ISSUING ENTITY (BUT WITHOUT PREJUDICE TOTHE OBLIGATIONS OF FUNDING TO THE ISSUING ENTITY UNDER THE MASTER INTERCOMPANYLOAN AGREEMENT).

Important notice relating to the issue 2008-2 Rule 144A notes about information presented in the USbase prospectus and these final terms

The prospectus supplements referred to in the US base prospectus do not form part of this offeringdocument. The US base prospectus includes statements to the effect that information about the issuingentity is provided in two separate documents that progressively provide more detail: (a) the US baseprospectus itself, which provides general information, some of which may not apply to a particular series andclass (or sub-class) of issuing entity notes and (b) the relevant prospectus supplement for a particular seriesand class (or sub-class) of issuing entity notes, which describes the specific terms of the issuing entity notesof that series and class (or sub-class).

For purposes of construing this offering document, in relation to the issue 2008-2 Rule 144A notes, (i) anyreference in the US base prospectus to a prospectus supplement should be construed as being a reference

to these final terms and (ii) any reference to the US notes or the US global notes should be construed asbeing a reference to the issue 2008-2 Rule 144A global notes.

The SEC allows certain information to be incorporated by reference in relation to the offered notes; see"Incorporation of certain information by reference" in the US base prospectus. For the avoidance ofdoubt, neither this section of the US base prospectus, nor the section of the US base prospectus entitled"Where investors can find more information", forms part of this offering document with respect to theissue 2008-2 Rule 144A notes.

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• •

Issuing Entity Swap Provider

The Issuing Entity Swap Provider is Abbey National Treasury Services PLC (trading as SantanderGlobal Banking & Markets (SGBM)) in relation to the classes and sub-classes of the issue 2008-2 notes asindicated above.

SGBM is a wholly-owned subsidiary of Abbey National pic and is an authorised person withpermission to accept deposits under FSMA. SGBM was incorporated in England and Wales on 24 January1989 with registered number 02338548.

The business of SGBM comprises: (I) Short Term Markets (previously known as Short-term Funding,Liquidity and Trading); and (¡i) Derivatives and Structured Products (previously known as Abbey NationalFinancial Products).

SGBM provides structured products, underpinned by its derivatives trading activities, to the Abbeygroup and other financial services organisations. It Is also active in securities financing and in theInternational money markets and capital markets. The obligations of SGBM are guaranteed by a deed pollmade by Abbey National pic and dated 29 January 2008.

The Conditional Purchaser

Not Applicable.

Currency Presentation

U.S. Dollar presentation

Unless otherwise stated in these Final Terms, any translations of pounds sterling Into U.S. dollars have beenmade at the rate of £1 = U.S. $1.5236, which was the closing buying rate in the City of New York for cabletransfers in Sterling per U.S. $1.00 as certified for customs purposes by the Federal Reserve Bank of NewYork on 15 December 2008. Use of this rate does not mean that pound sterling amounts actually representthose U.S. dollar amounts or could be converted Into U.S. Dollars at that rate at any particular time.

Sterling/U.S. Dollar exchange rate history

Last(1)

Average'2'HighLow

PeriodEnded

15December

2008

0 653705347049180.6812

Years Ended 31 December

2007

0.50380.49950.47450.5207

2006

0.51050.54240.50460.5814

2005

0.58040.51840.51840.5834

2004

0.52310.54540.51370.5695

2003

0.56000.61130.56000.6435

2002

0.62110.66500.62110.7101

2001

0.68750.69410.66500.7285

Notes:

(1) The closing exchange rate on the last operating business day on each of the periods indicated, years commencing from 1 Januaryor the next operating business day.

(2) Average daily exchange rate during the period.

Source: Bloomberg page USGBP Crncy

New start-up loan

The new start-up loan to be made available by Abbey (in its capacity as the start-up loan provider) toFunding on the closing date in connection with the issue 2008-2 notes will have the terms as set out inAnnex B.

Other series issued

As of the closing date, the aggregate principal amount outstanding of issuing entity notes issued bythe issuing entity (converted, where applicable, Into sterling at the applicable specified currency exchangerate), Including the issue 2008-2 notes described herein, will be as set out in Annex A.

Other term advances

As of the closing date, the aggregate outstanding principal balance of term advances advanced by theIssuing entity to Funding under the master Intercompany loan agreement, including the term advancesdescribed herein, will be as set out in Annex A.

Mortgages Trust and the Portfolio

As at the closing date, the minimum seller share will be approximately £3,515,093,400.

For the purposes of paragraph (d) of the definition of non-asset trigger event and clause (a)(il) of thedefinition of seller share event, the aggregate outstanding balance of loans comprising the trust propertymust be: (i) in respect of the period up to but excluding the interest payment date occurring In January 2010,not less than £52,000,000,000; (¡I) In respect of the period up to but excluding the ¡nterest payment dateoccurring in January 2011, not less than £50,000,000,000; (ill) in respect of the period up to but excludingthe ¡nterest payment date occurring in January 2012, not less than £45,000,000,000; (¡v) in respect of theperiod up to but excluding the ¡nterest payment date occurring in January 2013, not less than£40,000,000,000; (v) in respect of the period up to but excluding the interest payment date occurring inJanuary 2014, not less than £35,000,000,000; and (vi) thereafter, not less than £0, or any other amount asdetermined from time to time by the Seller, provided the rating agencies confirm that such amount will notcause the Notes being downgraded. See "The mortgages trust - Cash management and allocation oftrust property - principal receipts" in the base prospectus.

For the purposes of paragraph (b) of the definition of product switch (See "The loans -Characteristics of the loans - Product switches" in the base prospectus) any variation to the maturitydate of a loan must not extend beyond July 2038 while any term advance under the master intercompanyloan is outstanding.

First reserve fund

As at the closing date, the definition of first reserve fund additional required amount will be anamount equal to the sum of the first reserve fund required amount and (a) ¡f an arrears trigger event hasoccurred under item (I) only of the arrears trigger event definition, £100,000,000, (b) if an arrears triggerevent has occurred under item (¡I) only of the arrears trigger event definition, £100,000,000 or (c) if anarrears trigger event has occurred under both items (i) and (¡I) of the arrears trigger event definition,£200,000,000.

As at the closing date, the definition of first reserve fund required amount will be £830,000,000. Onthe interest payment date falling In January 2009, Holmes Financing (No. 8) PLC will exercise Its option toredeem the previous notes issued by it (other than the series 1 class A previous notes), and, as a result, thefirst reserve fund required amount and the first reserve fund additional required amount will decrease(subject to rating agency approval) by an amount of £0. If, on the ¡nterest payment date falling in July 2010,Holmes Financing (No. 1) PLC exercises its option to redeem the previous notes Issued by It (other than theseries 1 class A previous notes and the series 2 class A previous notes), then the first reserve fund requiredamount and the first reserve fund additional required amount will decrease (subject to rating agencyapproval) by an amount of approximately £5,168,000. If, on the ¡nterest payment date falling in July 2010,Holmes Financing (No. 9) PLC exercises Its option to redeem the previous notes issued by It (other than theseries 1 class A previous notes), then the first reserve fund required amount and the first reserve fundadditional required amount will each decrease (subject to rating agency approval) by an additional amount ofapproximately £28,314,000. If, on the interest payment date falling in October 2010, Holmes Financing (No.10) PLC exercises Its option to redeem the previous notes Issued by It (other than the series 1 class A

previous notes), then the first reserve fund required amount and the first reserve fund additional requiredamount will each decrease (subject to rating agency approval) by an additional amount of approximately£44,432,000. If, on the interest payment date falling In October 2012, the Issuing entity exercises its option toredeem the Issue 2006-1 notes issued by it, then the first reserve fund required amount and the first reservefund additional required amount will each decrease (subject to rating agency approval) by an additionalamount of approximately £49,198,000. If, on the ¡nterest payment date falling in October 2012, the issuingentity exercises Its option to redeem the issue 2007-1 notes issued by It, then the first reserve fund requiredamount and the first reserve fund additional required amount will each decrease (subject to rating agencyapproval) by an additional amount of approximately £79,128,000. If, on the ¡nterest payment date falling inJuly 2012, the Issuing entity exercises its option to redeem the issue 2007-2 notes issued by it, then the firstreserve fund required amount and the first reserve fund additional required amount will each decrease(subject to rating agency approval) by an additional amount of approximately £81,170,000. If, on the ¡nterestpayment date falling in July 2014, the Issuing entity exercises Its option to redeem the issue 2007-3 notesissued by it, then the first reserve fund required amount and the first reserve fund additional required amountwill each decrease (subject to rating agency approval) by an additional amount of approximately£136,425,000. If, on the interest payment date falling in October 2014, the Issuing entity exercises Its optionto redeem the Issue 2008-1 notes issued by It, then the first reserve fund required amount and the firstreserve fund additional required amount will each decrease (subject to rating agency approval) by anadditional amount of approximately £154,865,000. If, on the interest payment date falling In January 2015,the issuing entity exercises Its option to redeem the issue 2008-2 notes issued by it, then the first reservefund required amount and the first reserve fund additional required amount will each decrease (subject torating agency approval) by an additional amount of approximately £251,300,000.

Second reserve fund

On the closing date, the definition of second reserve fund means the reserve fund established on 29November 2000 and funded from excess Funding available revenue receipts, as described further In "Creditstructure - Second reserve fund" in the base prospectus, and further funded on 5 July 2001 from part ofthe proceeds of the previous term BB advance.

On the closing date, the definition of second reserve fund required amount shall be an amountcalculated in accordance with the formula set out in "Credit structure - Second reserve fund" In the baseprospectus.

Third reserve fund

On the closing date, the definition of third reserve fund means the reserve fund that Funding will berequired to establish on any interest payment date in respect of the Intercompany loans ¡f the CPR fallsbelow 15 per cent. Prior to enforcement of the Funding security, the third reserve fund may be used to meetany deficit in amounts available for the payment of amounts due on the intercompany loan advanced by theissuing entity or any previous Issuing entity, but only to the extent that such amounts are necessary to fund¡nterest due on the relevant interest payment date in respect of any outstanding series of class A notes. Thethird reserve fund will be funded and replenished from Funding available revenue receipts In accordance withthe Funding pre-enforcement revenue priority of payments.

On the closing date, the definition of third reserve required amount shall be an amount as of any¡nterest payment date equal to the greater of (¡) £1,000,000 and (¡i) 0.5 per cent, of the aggregateoutstanding balance of the class A notes, ¡f the CPR is less than 15 per cent., or zero ¡f the CPR is 15 percent, or above.

The third reserve fund is described further in the supplemental prospectus.

Funding liquidity reserve fund

Funding will be required to establish a liquidity reserve fund if the long-term, unsecured,unsubordinated and unguaranteed debt obligations of the seller cease to be rated at least A3 by Moody's(unless Moody's confirms that the then current ratings of the outstanding notes will not be adversely affectedby the ratings downgrade).

Prior to enforcement of the Funding security, the Funding liquidity reserve fund may be used to helpmeet any deficit in Funding available revenue receipts which are allocated to the issuing entity or anyprevious issuing entity to pay amounts due on the Intercompany loan advanced by the issuing entity or anyprevious Issuing entity, but only to the extent that such amounts are necessary to fund:

• the payment by any issuing entity of operating and administrative expenses due and ¡nterest dueon the relevant ¡nterest payment date in respect of any series of class A notes, class B notes,class M notes, class C notes and/or class D notes issued by such issuing entity and to help meetany deficit recorded on the principal deficiency ledger in respect of any series of class A notes,class B notes, class M notes, class C notes and/or class D notes Issued by such Issuing entity;and

• prior to the occurrence of an asset trigger event, the payment of principal in respect of the Fundingliquidity reserve fund term advances.

The Funding liquidity reserve fund, ¡f any, will be funded from Funding available revenue receipts inaccordance with the Funding pre-enforcement revenue priority of payments and from Funding availableprincipal receipts in accordance with the Funding principal priorities of payments, as applicable. The Fundingliquidity reserve fund will be funded or replenished up to the Funding liquidity reserve required amount,being an amount as of any ¡nterest payment date equal to the excess, ¡f any, of 3 per cent, of the aggregateoutstanding balance of the issuing entity notes on that payment date over amounts standing to the credit ofthe first reserve fund and the third reserve fund on that payment date.

The Funding liquidity reserve fund will be deposited in Funding's name In the Funding GIG accountInto which the first reserve fund, second reserve fund and third reserve fund are also deposited. All ¡nterestor income accrued on the amount of the Funding liquidity reserve fund while on deposit In the Funding GICaccount will belong to Funding. The cash manager will maintain a separate Funding liquidity reserve ledgerto record the balance from time to time of the Funding liquidity reserve fund.

On each ¡nterest payment date prior to enforcement of the Funding security, funds standing to thecredit of the Funding liquidity reserve fund will be added to certain other income of Funding ¡n calculatingFunding available revenue receipts to make payments due under the Intercompany loans.

Once It has been established, the Funding liquidity reserve fund will be funded and replenished fromany Funding available revenue receipts or Funding available principal receipts, as applicable. Fundingavailable revenue receipts will only be applied to the Funding liquidity reserve fund after: (i) the payment of¡nterest due on each series of class A notes, the class B notes, the class M notes, the class C notes and theclass D notes and the reduction of any deficiency on the principal deficiency sub ledger for each series ofclass A notes, the class B notes, the class M notes, the class C notes and class D notes as described ¡n"Cashflows - Distribution of Funding available revenue receipts prior to enforcement of the Fundingsecurity" ¡n the base prospectus and (II) the payment of principal ¡n respect of the Funding liquidity reservefund term advances.

Following enforcement of the Funding security, amounts standing to the credit of the Funding liquidityreserve ledger may be applied ¡n making payments of principal due under the term advances.

Arrears trigger event

As at the closing date, arrears trigger event means either (i) the outstanding principal balance of theloans in arrears for more than 90 days divided by the outstanding principal balance of all of the loans ¡n themortgages trust (expressed as a percentage) exceeds 2 per cent, or (¡i) the Issuing entity, any new issuingentity or any previous issuing entity does not exercise Its option to redeem the issuing entity notes, any newnotes or any previous notes (other than pursuant to condition 5.5 (Optional redemption for tax and otherreasons) or condition 5.6 (Optional redemption for implementation of EU Capital Requirements Directive) ofthe Issuing entity notes or any equivalent condition of any new notes or any previous notes and other thanthe post enforcement call option) issued by the issuing entity, any new issuing entity or any previous Issuingentity (as the case may be) on the relevant step-up date pursuant to the terms and conditions of the Issuingentity notes, any new notes or any previous notes.

Optional redemption at election of the issuing entity

The Issuing entity has the right to redeem any series or class (or sub-class) of the issue 2008-2 notesat their aggregate redemption amount together with any accrued and unpaid ¡nterest on any ¡nterestpayment date by giving not less than 15 and not more than 30 days' prior notice to the note trustee, thenoteholders and the relevant Issuing entity swap provider PROVIDED THAT (I) no note enforcement noticehas been served and (¡i) the issuing entity has issued a certificate to the note trustee to the effect that therepayment tests (as set out under "Cashflows - 6. Repayment tests" ¡n the base prospectus) will besatisfied following the making of such redemption. The optional redemption right may be exercised in relationto all or only certain series or classes of Issue 2008-2 notes.

The optional redemption right is an entitlement but not an obligation of the issuing entity. The exerciseof the optional redemption right by the issuing entity Is not a certain event. Any decision by the Issuing entityto exercise the optional redemption right ¡n relation to a series or class (or sub-class) of Issue 2008-2 noteswill be made having regard to all relevant facts and circumstances at the time.

The Issuing Entity Notes and the Global Notes

The series 1 class A3 notes will be initially offered and sold to qualified institutional buyers within themeaning of Rule 144A under the Securities Act (QIBs) in reliance on Rule 144A and will be represented byone or more Rule 144A global notes. Except as set forth below, the Rule 144A global notes may betransferred, in whole and not ¡n part, only to another nominee of DTC or to a successor of DTC or Itsnominee.

Beneficial interests in a Reg S global note may be exchanged for beneficial interests in thecorresponding Rule 144A global note only ¡f such exchange occurs in connection with a transfer of the Issue2008-2 notes pursuant to Rule 144A and the transferring noteholder first delivers to the transfer agent andregistrar (i) instructions given in accordance with the procedures of Euroclear or Clearstream, Luxembourg,as the case may be, and DTC directing the transfer agent and registrar to credit or cause to be credited abeneficial interest in the Rule 144A global note ¡n an amount equal to the beneficial ¡nterest ¡n thecorresponding Reg S global note to be exchanged or transferred, (ii) a written order given ¡n accordance withthe procedures of Euroclear or Clearstream, Luxembourg, as the case may be, and DTC containinginformation regarding the account to be credited with such increase and the name of such account and (¡ii)prior to the first business day that is 40 days following the later of the commencement of the offering and theclosing date (the distribution compliance period), a written certificate ¡n the form required by the trust deedto the effect that the transfer is being made to a person who the transferor reasonably believes ¡s a QIBpurchasing for Its own account or the account of a QIB ¡n a transaction meeting the requirements of Rule144A and in accordance with all applicable securities laws of the states of the United States and otherjurisdictions.

Beneficial interests ¡n the Rule 144A global note may be transferred to a person who takes delivery ¡nthe form of an interest in a Reg S global note, whether before or after the distribution compliance period, onlyif the transferring noteholder first delivers to the transfer agent and registrar (I) Instructions given inaccordance with DTC's procedures from or on behalf of a beneficial owner of the Rule 144A global note,directing the transfer agent and registrar to credit or cause to be credited a beneficial interest ¡n thecorresponding Reg S global note ¡n an amount equal to the beneficial interest ¡n the Rule 144A global note tobe exchanged or transferred, (¡I) a written order ¡n accordance with the clearing agency's procedurescontaining Information regarding the Euroclear or Clearstream, Luxembourg account to be credited with suchIncrease and the name of such account and (ill) a written certificate in the form required by the trust deed tothe effect that such transfer is being made in accordance with Rule 903 or Rule 904 of Regulation S.Transfers involving an exchange of a beneficial interest ¡n a Reg S global note for a beneficial ¡nterest in thecorresponding Rule 144A global note or vice versa will be effected ¡n DTC, Euroclear or Clearstream,Luxembourg (as applicable) by means of an instruction originated by the transfer agent and registrar throughthe facilities of DTC, Euroclear or Clearstream, Luxembourg (as applicable).

Any beneficial interest in one of the global notes that Is transferred to a person who takes delivery inthe form of an ¡nterest ¡n the other global notes will, upon transfer, cease to be an interest ¡n such global noteand will become an ¡nterest ¡n the other global note and, accordingly, will thereafter be subject to all transferrestrictions and other procedures applicable to a beneficial interest ¡n such other global note for so long as itremains such an ¡nterest.

Terms and conditions of the issue 2008-2 notes

This section amends and supplements the section ¡n the accompanying US base prospectus entitled"Terms and conditions of the US notes" with regard to the issue 2008-2 notes, as follows:

The first paragraph of Condition 1.1 is deleted ¡n Its entirety and replaced with the following:

"The issue 2008-2 notes will be Issued (a) with respect to the series 1 class A3 notes only, ¡n theUnited States only to qualified institutional buyers (as defined ¡n and ¡n reliance on Rule 144A under theSecurities Act (Rule 144A)) (referred to herein as the issue 2008-2 Rule 144A notes) and (b) outside theUnited States to persons other than U.S. persons ¡n offshore transactions in reliance on Regulation S(referred to herein as the issue 2008-2 Reg S notes)."

Condition 1.4 is hereby amended to become Condition 1.4(a) and the following language ¡s added toCondition 1.4:

"(b) Prior to the first business day that ¡s 40 days following the later of the commencement of the• offering and the closing date for the issue 2008-2 Reg S notes (distribution compliance period), transfersby the holder of, or of a beneficial interest ¡n, an issue 2008-2 Reg S note to a transferee ¡n the United Statesor who ¡s a U.S. person will only be made:

(i) with respect to the series 1 class A3 notes only, upon receipt by the registrar of aduly completed transfer certificate from the transferor of the issuing entity note or beneficial ¡nterest therein tothe effect that such transfer ¡s being made to a person whom the transferor reasonably believes ¡s a QIB in atransaction meeting the requirements of Rule 144A; or

(ii) otherwise pursuant to the Securities Act or an exemption therefrom, subject toreceipt by the Issuing entity of such satisfactory evidence as the Issuing entity may reasonably require, whichmay Include an opinion of U.S. counsel, that such transfer is ¡n compliance with any applicable securitieslaws of any state of the United States,

and, in each case, ¡n accordance with any applicable securities laws of any state of the United States or anyother jurisdiction. In the case of (i) above, such transferee may take delivery through an Issue 2008-2 Rule144A note. After expiry of the applicable distribution compliance period (I) beneficial Interests ¡n Issue 2008-2Reg S notes registered ¡n the name of a nominee for DTC may be held through DTC directly, by a participantin DTC, or Indirectly through a participant ¡n DTC and (¡i) such certification requirements will no longer applyto such transfers.

(c) Transfers of Issue 2008-2 Rule 144A notes or beneficial interests therein may be made:

(I) to a transferee who takes delivery of such ¡nterest through an issue 2008-2 Reg Snote, upon receipt by the registrar of a duly completed transfer certificate from the transferor to the effect thatsuch transfer is being made in accordance with Regulation S and that in the case of a Reg S note registered¡n the name of a nominee for DTC, ¡f such transfer ¡s being made prior to expiry of the applicable distributioncompliance period, the Interests ¡n the Issuing entity notes being transferred will be held immediatelythereafter through Euroclear and/or Clearstream, Luxembourg; or

(¡I) to a transferee who takes delivery of such interest through an Issue 2008-2 Rule144A note where the transferee ¡s a person whom the transferor reasonably believes ¡s a QIB ¡n atransaction meeting the requirements of Rule 144A, without certification; or

(III) otherwise pursuant to the Securities Act or an exemption therefrom, subject toreceipt by the issuing entity of such satisfactory evidence as the Issuing entity may reasonably require, whichmay Include an opinion of U.S. counsel, that such transfer ¡s ¡n compliance with any applicable securitieslaws of any state of the United States,

and, ¡n each case, in accordance with any applicable securities laws of any state of the United States or anyother jurisdiction. Upon the transfer, exchange or replacement of Issue 2008-2 Rule 144A notes, or uponspecific request for removal of the legend thereon, the registrar shall deliver only issue 2008-2 Rule 144Anotes or refuse to remove the legend, as the case may be, unless there is delivered to the issuing entity suchsatisfactory evidence as may reasonably be required by the issuing entity, which may Include an opinion ofU.S. counsel, that neither the legend nor the restrictions on transfer set forth therein are required to ensurecompliance with the provisions of the Securities Act."

This section amends and supplements the section ¡n the wrap entitled "Terms and conditions of theissuing entity notes" with regard to the Issue 2008-2 notes, as follows:

The first paragraph of Condition 1.1 is deleted ¡n Its entirety and replaced with the following:

"The Issue 2008-2 notes will be issued (a) with respect to the Series 1 Class A3 notes only, in theUnited States only to qualified Institutional buyers (as defined ¡n and in reliance on Rule 144A under theSecurities Act (Rule 144A)) (referred to herein as the issue 2008-2 Rule 144A notes) and (b) outside theUnited States to persons other than U.S. persons ¡n offshore transactions ¡n reliance on Regulation S(referred to herein as the issue 2008-2 Reg S notes)."

The second sentence of Condition 1.4(b) ¡s deleted in Its entirety, and the following subsections arehereby added to Condition 1.4:

"(c) Prior to the end of the distribution compliance period, transfers by the holder of, or of a beneficialinterest in, an issue 2008-2 Reg S note to a transferee ¡n the United States or who ¡s a U.S. person willonly be made:

(I) with respect to the Series 1 Class A3 notes only, upon receipt by the registrar of a dulycompleted transfer certificate from the transferor of the issuing entity note or beneficial¡nterest therein to the effect that such transfer ¡s being made to a person whom thetransferor reasonably believes is a QIB ¡n a transaction meeting the requirements of Rule144A;or

(II) otherwise pursuant to the Securities Act or an exemption therefrom, subject to receipt bythe issuing entity of such satisfactory evidence as the Issuing entity may reasonablyrequire, which may include an opinion of U.S. counsel, that such transfer ¡s incompliance with any applicable securities laws of any state of the United States,

and, ¡n each case, ¡n accordance with any applicable securities laws of any state of the United States or anyother jurisdiction. In the case of (i) above, such transferee may take delivery through an Issue 2008-2 Rule144A note. After expiry of the applicable distribution compliance period (I) beneficial interests in Issue 2008-2Reg S notes registered ¡n the name of a nominee for DTC may be held through DTC directly, by a participant¡n DTC, or indirectly through a participant in DTC and (¡I) such certification requirements will no longer applyto such transfers.

(d) Transfers of Issue 2008-2 Rule 144A notes or beneficial interests therein may be made:

(I) to a transferee who takes delivery of such ¡nterest through an issue 2008-2 Reg S note,upon receipt by the registrar of a duly completed transfer certificate from the transferor tothe effect that such transfer ¡s being made in accordance with Regulation S and that ¡nthe case of a Reg S note registered ¡n the name of a nominee for DTC, if such transfer ¡sbeing made prior to expiry of the applicable distribution compliance period, the Interests¡n the issuing entity notes being transferred will be held Immediately thereafter throughEuroclear and/or Clearstream, Luxembourg; or

(¡i) to a transferee who takes delivery of such ¡nterest through an issue 2008-2 Rule 144Anote where the transferee ¡s a person whom the transferor reasonably believes ¡s a QIB¡n a transaction meeting the requirements of Rule 144A, without certification; or

(¡u) otherwise pursuant to the Securities Act or an exemption therefrom, subject to receipt bythe issuing entity of such satisfactory evidence as the issuing entity may reasonablyrequire, which may Include an opinion of U.S. counsel, that such transfer is ¡ncompliance with any applicable securities laws of any state of the United States,

and, ¡n each case, ¡n accordance with any applicable securities laws of any state of the United States or anyother jurisdiction. Upon the transfer, exchange or replacement of issue 2008-2 Rule 144A notes, or uponspecific request for removal of the legend thereon, the registrar shall deliver only Issue 2008-2 Rule 144Anotes or refuse to remove the legend, as the case may be, unless there ¡s delivered to the Issuing entity suchsatisfactory evidence as may reasonably be required by the Issuing entity, which may include an opinion ofU.S. counsel, that neither the legend nor the restrictions on transfer set forth therein are required to ensurecompliance with the provisions of the Securities Act."

The reference ¡n Condition 14.1 (c) to the "US Notes" shall be deemed to refer to the issue 2008-2Rule 144A notes.

United States taxation

U.S. tax counsel is of the opinion that, although there ¡s no authority on the treatment of instrumentssubstantially similar to the series 1 class A3 notes, such notes will be treated as debt for U.S. federal Incometax purposes. For further Information, see "UNITED STATES TAXATION - OFFERED NOTES AS DEBTOF FUNDING" ¡n the US base prospectus.

Use of proceeds

The gross proceeds from the issue of the Issue 2008-2 notes will equal approximately£13,360,000,000 and (after exchanging, where applicable, the proceeds of the issue 2008-2 notes forsterling, calculated by reference to the applicable specified currency exchange rate) will be used by theissuing entity to make available term advances to Funding pursuant to the terms of the master intercompanyloan agreement. Funding will use the gross proceeds of each term advance to pay the purchase price to theseller for the sale of the new portfolio to the mortgages trustee and to pay the purchase price to the seller forthe sale of part of Its share in the trust property to Funding on the closing date.

METHOD OF DISTRIBUTION

This section replaces the section entitled "Underwriting - United States" ¡n the US base prospectus.

United States

Banco Santander, S.A. (the initial purchaser) has acknowledged that the Issue 2008-2 notes havenot been and will not be registered under the Securities Act and may not be offered or sold within the UnitedStates or to, or for the account or benefit of, U.S. persons except ¡n accordance with Regulation S or ¡ncertain transactions exempt from the registration requirements of the Securities Act. In addition, the issue2008-2 notes cannot be resold in the United States or to U.S. persons unless they are subsequentlyregistered or an exemption from registration is available. The Initial purchaser has agreed that with respect tothe relevant Issue 2008-2 Reg S notes for which It has subscribed that it will not offer or sell the Issue 2008-2Reg S notes (i) as part of Its distribution at any time or (ii) otherwise until 40 days after the later of thecommencement of the offering of the issue 2008-2 Reg S notes and the closing date (the distributioncompliance period) within the United States or to, or for the account or benefit of, U.S. persons except ¡naccordance with Regulation S, and that It will have sent to each affiliate, dealer or person receiving a sellingcommission, fee or other remuneration that purchases Issue 2008-2 Reg S notes from It during thedistribution compliance period (other than resales pursuant to Rule 144A) a confirmation or other noticesetting forth the restrictions on offers and sales of the issue 2008-2 Reg S notes within the United States orto, or for the account or benefit of, U.S. persons. Terms used in this paragraph have the meanings given tothem by Regulation S.

The Initial purchaser will purchase the Issue 2008-2 Rule 144A notes pursuant to an Initial purchaseagreement dated 18 December 2008 among the Issuing entity, Abbey, Funding, the mortgages trustee andthe initial purchaser (the initial purchase agreement) The Initial purchase agreement provides that the Initialpurchaser, through its selling agents that are registered broker-dealers ¡n the United States, may re-sell theIssue 2008-2 Rule 144A notes ¡n the United States to QIBs pursuant to Rule 144A.

The issue 2008-2 Reg S notes are being offered and sold outside the United States to non-U.S.persons ¡n reliance on Regulation S. The Initial purchaser may directly or though its U.S. broker-dealeraffiliates arrange for the offer and resale of the Issue 2008-2 Rule 144A notes within the United States onlyto QIBs ¡n reliance on Rule 144A.

In addition, until the expiration of the distribution compliance period an offer or sale of the Issue 2008-2notes within the United States by any dealer (whether or not participating ¡n the offering) may violate theregistration requirements of the Securities Act if such offer or sale ¡s made otherwise than ¡n compliance withRule 144A or pursuant to another exemption from the registration requirements under the Securities Act.

These final terms have been prepared by the Issuing entity for use ¡n connection with the offer andresale of the issue 2008-2 Rule 144A notes ¡n the United States. The issuing entity and the Initial purchaserreserve the right to reject any offer to purchase the issue 2008-2 notes, in whole or ¡n part, for any reason.These final terms do not constitute an offer to any person ¡n the United States or to any U.S. person, otherthan any QIB within the meaning of Rule 144A to whom an offer has been made directly by the Initialpurchaser or its U.S. broker-dealer affiliate. Distribution of these final terms by any non-U.S. person outsidethe United States or by any QIB ¡n the United States to any U.S. person or to any other person within theUnited States, other than any QIB and those persons, if any, retained to advise such non-U.S. person or QIBwith respect thereto, is unauthorised and any disclosure without the prior written consent of the Issuing entityof any of Its contents to any such U.S. person or other person within the United. States, other than any QIBand those persons, ¡f any, retained to advise such non-U.S. person or QIB, ¡s prohibited.

The initial purchaser has acknowledged that the Issue 2008-2 Reg S notes are not designed for, andmay not be purchased or held by, any "employee benefit plan" as defined ¡n Section 3(3) of ERISA, which issubject thereto, or any "plan" as defined ¡n Section 4975 of the Code, or by any person any of the assets ofwhich are, or are deemed for purposes of ERISA or Section 4975 of the Code to be, assets of such an"employee benefit plan" or "plan" and each purchaser of such note will be deemed to have represented,warranted and agreed that it ¡s not, and for so long as it holds such note will not be, such an "employeebenefit plan", "plan" or person.

These final terms may be used by the initial purchaser for offers and sales related to market makingtransactions ¡n the issue 2008-2 Rule 144A notes. The Initial purchaser may act as principal or agent ¡n thesetransactions. These sales will be made at prices relating to prevailing market prices at the time of sale. The

initial purchaser will not have any obligation to make a market in the issue 2008-2 Rule 144A notes, and anymarket-making may be discontinued at any time without notice.

TRANSFER RESTRICTIONS

Because of the following restrictions, purchasers are advised to consult legal counsel prior to making anyoffer, resale, pledge or transfer of any issue 2008-2 note.

The issue 2008-2 notes have not been and will not be registered under the Securities Act and may notbe offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined ¡nRegulation S) except pursuant to an effective registration statement or ¡n accordance with an applicableexemption from, or in a transaction not subject to, the registration requirements of the Securities Act and anyother applicable laws. Accordingly, the Issue 2008-2 notes are being offered and sold: (1) with respect to theseries 1 class A3 notes only, ¡n the United States only to a limited number of QIBs in transactions exemptfrom the registration requirements of the Securities Act and in accordance with any state securities laws and(2) outside the United States to non-U.S. persons in compliance with Regulation S.

Each purchaser of the Issue 2008-2 notes will be deemed to have acknowledged, represented and agreedwith the issuing entity, the note trustee, the transfer agent and registrar and the initial purchaser as follows(terms used in this paragraph that are defined ¡n Rule 144A or Regulation S under the Securities Act areused herein as defined therein):

(1 ) The purchaser (A) with respect to the series 1 class A3 notes only (I) ¡s a QIB, (¡I) ¡s aware that thesale to It ¡s being made in reliance on Rule 144A and (ill) ¡s acquiring the Issue 2008-2 notes for Itsown account or for the account of a QIB or (B) ¡s a non-U.S. person acquiring the issue 2008-2 notesfor its own account or as a fiduciary or agent for other non-U.S. persons ¡n an offshore transaction (asdefined ¡n Regulation S, an offshore transaction) pursuant to an exemption from registrationprovided by Regulation S.

(2) The purchaser understands that the issue 2008-2 notes are being offered in a transaction not involvingany public offering ¡n the United States within the meaning of the Securities Act, that the Issue 2008-2notes have not been and will not be registered under the Securities Act and that (A) ¡f in the future itdecides to offer, resell, pledge or otherwise transfer any of the Issue 2008-2 notes such notes may beoffered, resold, pledged or otherwise transferred only (i) with respect to the series 1 class A3 notesonly, ¡n the United States to a person whom the seller reasonably believes is a qualified institutionalbuyer ¡n a transaction meeting the requirements of Rule 144A, (¡I) outside the United States in atransaction complying with the provisions of Rule 903 or 904 under the Securities Act, (ill) pursuant toan exemption from registration under Rule 144 (¡f available), or (¡v) pursuant to an effective registrationstatement under the Securities Act, in each of cases (I) through (¡v) in accordance with any applicablesecurities laws of any State of the United States, and that (B) the purchaser will, and each subsequentholder is required to, notify any subsequent purchaser of the issue 2008-2 notes from It of the resalerestrictions referred to ¡n (A) above.

(3) The purchaser understands that the series 1 class A3 notes sold in reliance on Rule 144A will bear alegend substantially to the following effect:

THIS NOTE IS ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THEUNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), AND MAYNOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCHREGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THISNOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THEEXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BYRULE 144A THEREUNDER.

THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE ISSUING ENTITY THAT (A)THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I)IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS AQUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT)IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITEDSTATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR 904 UNDERTHE SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THESECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (IV) PURSUANTTO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OFCASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OFANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT

HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THERESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

The purchaser understands that the issue 2008-2 notes sold ¡n reliance on Regulation S will bear alegend substantially to the following effect:

THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATESSECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT) OR THE SECURITIES LAWSOF ANY STATE OF THE UNITED STATES AND, AS A MATTER OF U.S. LAW, PRIOR TO THEDATE THAT IS 40 DAYS AFTER THE LATER OF THE COMMENCEMENT OF THE OFFERING OFTHE NOTES AND THE CLOSING OF THE OFFERING OF THE NOTES, MAY NOT BE OFFERED,SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO, OR FORTHE ACCOUNT OR BENEFIT OF, A U.S. PERSON (AS DEFINED IN REGULATION S UNDER THESECURITIES ACT) EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATIONREQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLESECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.

(4) It acknowledges that the issue 2008-2 notes will be represented by a global note and that transfersthereof or any ¡nterest therein are restricted as described herein.

(5) With respect to any foreign purchaser claiming an exemption from United States income or withholdingtax, such purchaser has delivered to the paying agent a true and complete Form W-8, W-8BEN or W-8ECJ, indicating such exemption.

(6) The purchaser acknowledges that transfers of the Issue 2008-2 notes or any ¡nterest therein willotherwise be subject in all respects to the restrictions applicable thereto contained ¡n the trust deed.

Any transfer, resale, pledge or other transfer of the issue 2008-2 notes contrary to the restrictions setforth above and in the trust deed will be deemed void ab Inltlo by the transfer agent and registrar.

• The purchaser represents and warrants, on each day from the date on which the purchaser acquiressuch note through and including the date on which the purchaser disposes of such note, either that (A) it ¡snot a plan or an entity whose underlying assets include the assets of any plan or a governmental, church ornon-US plan which is subject to any federal, state or local law of the United States or non- US law that issubstantially similar to the provisions of section 406 of ERISA or section 4975 of the Code or (B) itspurchase, holding and disposition of such note will not result in a prohibited transaction under section 406 ofERISA or section 4975 of the Code (or, ¡n the case of a governmental, church or non-US plan, anysubstantially similar federal, state or local law of the United States or non-US law) for which an exemption ¡snot available.

Maturity and prepayment considerations

The average lives of any class of the Issue 2008-2 notes cannot be stated, as the actual rate ofrepayment of the loans and redemption of the mortgages and a number of other relevant factors areunknown. However, calculations of the possible average lives of each class of the issue 2008-2 notes can bemade based on certain assumptions. The assumptions used to calculate the possible average lives of eachclass of the issue 2008-2 notes ¡n the following table Include the following:

1. neither the Issuing entity security nor the Funding security has been enforced;

2. the seller is not ¡n breach of the terms of the mortgage sale agreement;

3. the seller assigns no new loans to the mortgages trustee after the closing date and the loansare assumed to amortise ¡n accordance with the assumed constant payment rate Indicated ¡nthe table below (subject to assumption 4 below);

4. the seller assigns to the mortgages trustee sufficient new loans and their related security, ¡n theperiod up to (but excluding) the ¡nterest payment date in January 2010, such that the aggregateprincipal amount outstanding of loans ¡n the portfolio at any time ¡s not less than£52,000,000,000 (ii) ¡n the period up to (but excluding) the interest payment date in January2011, such that the aggregate principal amount outstanding of loans in the portfolio at any time¡s not less than £50,000,000,000 (¡ii) ¡n the period up to (but excluding) the ¡nterest paymentdate ¡n January 2012, such that the aggregate principal amount outstanding of loans ¡n theportfolio at any time is not less than £45,000,000,000 (¡v) in the period up to (but excluding) the¡nterest payment date ¡n January 2013, such that the aggregate principal amount outstanding ofloans in the portfolio at any time ¡s not less than £40,000,000,000, (v) ¡n the period up to (butexcluding) the ¡nterest payment date in January 2014, such that the aggregate principal amountoutstanding of loans in the portfolio at any time ¡s not less than £35,000,000,000 and (vi) £0thereafter, or (¡n each case) such higher amount as may be required to be maintained as aresult of any new Issuing entitles providing new term advances to Funding which Funding usesas consideration for an increase ¡n Its share of the trust property and/or to pay the seller for thesale of new loans to the mortgages trustee;

5. neither an asset trigger event nor a non-asset trigger event occurs;

6. no event occurs that would cause payments on scheduled amortisation term advances or pass-through term advances to be deferred (unless such advances are deferred in accordance withRule (1), Rule (3) or Rule (6) as set out ¡n "Cashflows" ¡n the base prospectus) and no eventoccurs that would cause payments on the applicable series and class (or sub-class) of issuingentity notes to be deferred;

7. the Issuing entity exercises Its option to redeem the issue 2008-2 notes on the step-up daterelating to the Issue 2008-2 notes (where applicable);

8. the closing date ¡s 19 December 2008;

9. the annuallsed constant prepayment rate (or CPR) as at the closing date is assumed to be thesame as the various assumed rates ¡n the table below; and

10. there ¡s a balance of £0 ¡n the cash accumulation ledger at the closing date.

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Statistical information on the portfolio

The statistical and other information contained in these final terms has been compiled by reference tothe loans and mortgage accounts in the portfolio as at 11 October 2008 (the reference date). Columnsstating percentage amounts may not add up to 100 per cent, owing to rounding.

The loans that are selected for inclusion in the mortgages trust will have been originated on the basisof the seller's lending criteria. The material aspects of the seller's lending criteria are described under "Theloans - Underwriting -" and "The loans - Lending criteria" in the base prospectus. Standardised creditscoring is not used in the United Kingdom mortgage market. For an indication of the credit quality ofborrowers ¡n respect of the loans, investors may refer to such lending criteria and to the historicalperformance of the loans in the mortgages trust as set forth in these final terms. One significant indicator ofobligor credit quality is arrears and losses. The information presented under "Annex D - Arrearsexperience" in these final terms reflects the arrears and repossession experience for loans that werecontained in the portfolio since the inception of the mortgages trust and loans expected to be transferred tothe mortgages trust on the closing date. Abbey services all of the loans it originates. It is not expected thatthe characteristics of the expected portfolio as at the closing date will differ materially from the characteristicsof the portfolio as at the reference date. Except as otherwise indicated, these tables have been preparedusing the current balance as at the reference date, which includes all principal and accrued ¡nterest for theloans in the portfolio.

The portfolio as at the reference date consisted of 524,380 mortgage accounts, comprising loansoriginated by Abbey and secured over properties located in England, Wales and Scotland and having anaggregate outstanding principal balance of approximately £54,177,393,889 as at that date. The loans in theportfolio as at the reference date were originated by the seller between 1 August 1995 and 31 December2007.

As at the reference date, approximately 95 per cent, of the loans in the portfolio had an active directdebit instruction, the servicer, as agent of the mortgages trustee, having specifically agreed to anotherspecific form of payment for the balance of the loans.

As at the reference date, approximately 60 per cent, of the loans in the portfolio were repayment loansand approximately 28 per cent, were interest-only loans. Approximately 6.5 per cent, of the loans had anoriginal loan-to-value ratio of at least 90 per cent, as at the reference date.

As at the closing date:

the Funding share of the trust property will be approximately £45,429,911,295, representingapproximately 85.69 per cent, of the trust property; and

the seller share of the trust property will be approximately £7,588,088,705, representingapproximately 14.31 per cent, of the trust property.

Outstanding principal balances

The following table shows the range of outstanding principal balances (including capitalised high loan-to-value fees and/or booking fees and/or valuation fees).

Range of outstanding principal balances(including capitalisedhigh loan-to-value fees and/orbooking fees and/or valuation fees)Less than £0,000£0 000 - £49 999 .. . .£50 000 - £99 999£100,000 -£149,999£150 000 -£199,999£200 000 - £249 999£250 000 - £299 999 ...£300 000 - £349 999£350 000 - £399,999£400 000 - £449 999£450 000 - £499,999£500,000 - £549,999£550,000 - £599,999£600,000 - £649,999£650 000 - £699 999£700,000 - £749,999Greater than or equal to £750,000Total

Currentprincipal

balance (£)0

442714092312015631 03013,223,540,7229,769 579 2855,929 491 5643 344 297 6592 073 395 3421,259,154674

855,691 174649,775 969286,180,986128,104,02790,463,10871,37799853,569,428

0

54 1 77 393 889

%oftotal

balance0

8 1722 1824.41180310946173832321 581 2

0.530.240.170 130.1

0

100

Numberof

mortgageaccounts

0142 4731 63 684107,70656,97926,8241233664573,3972,0361,376

560224146107750

524 380

%oftotal

0271731 2120.5410.875.122351 230.650.390.260.110.040.030.020.01

0

100

The largest mortgage account has an outstanding principal balance of £749,766.00 and the smallestmortgage account has an outstanding principal balance of approximately £0.39. The average outstandingprincipal balance ¡s approximately £103,317.05.

There are a small number of mortgage accounts ¡n the expected portfolio with a negative balance. Inthese cases, this is due to overpayment of the amount required to redeem the mortgage account. Theaccount status is set to "redeemed" when the balance is zero and the overpaid amount has been refundedwhich normally happens within two to three days of that overpayment.

Loan-to-value ratios at origination

The following table shows the range of loan-to-value, or LTV, ratios, which express the outstandingbalance of a mortgage loan as at the date of the original mortgage loan origination divided by the value ofthe property securing that mortgage loan at the same date.

Range of loan-to-valueratios at origination(excluding capitalised highloan-to-value fees and/orbooking fees and/orvaluation fees)

Current principalbalance (£)

00.00%-24.99%25.00% - 49.99%50.00% - 74.99%75.00% - 79.99%80.00% - 84.99%85.00% - 89.99%90.00% - 95.00%Greater than 95.00%.

Total

1,589,517,8399,309,904,643

22,020,211,7525,089,816,3805,172,275,8017,195,825,2913,799,842,183

0

54,177,393,889

% of totalbalance

2.9317.1840.64

9.399.55

13.287.01

0

Number ofmortgageaccounts

41,889133,190193,18137,66535,16249,11634,177

0

% of total

7.9925.4

36.847.186.719.376.52

0

100 524,380 100

The weighted average loan-to-value ratio of the mortgage accounts (excluding any capitalised highloan-to-value fees and/or capitalised booking fees and/or capitalised valuation fees) at origination wasapproximately 66.66 per cent. The highest loan-to-value ratio of any mortgage account (excluding anycapitalised high loan-to-value fees and/or capitalised booking fees and/or capitalised valuation fees) atorigination was 95.00 per cent, and the lowest was 0.00 per cent. The average value of capitalised high loan-to-value fees and/or capitalised booking fees and/or capitalised valuation fees at origination wasapproximately £201.

LTV ratios at origination indexed according to the Nationwide House Price Index

The following table shows the range of LTV ratios, which express the outstanding balance of amortgage loan as at the date of the original mortgage origination divided by the indexed valuation of theproperty securing that mortgage loan as at the reference date, based on the Nationwide House Price Index.

Range of loan-to-value ratiosat origination (excludingcapitalised high loan-to-valuefees and/or booking feesand/or valuation fees)

0.00%-24.99%...25.00%-49.99%.50.00%-74.99%.75.00%-79.99%.80.00%-84.99%.85.00%-89.99%.90.00%-95.00%.Greater than 95%.Total

Current principal balance(£)

2,102,705,42411,236,410,03217,392,310,5403,855,789,8534,266,496,5694,100,671,2323,277,341,3167,945,668,923

54,177,393,889

% of totalbalance

3.8820.7432.17.127.887.576.05

14.67100

Number ofmortgageaccounts

55,206166,940156,71427,49628,11425,85719,73944,314

524,380

%oftotal

10.5331.8429.895.245.364.933.768.45100

The weighted average loan-to-value ratio of the mortgage accounts at origination (excluding anycapitalised high loan-to-value fees and/or capitalised booking fees and/or capitalised valuation fees) wasapproximately 67.95 per cent.

LTV ratios at origination indexed according to the Halifax House Price Index

The following table shows the range of LTV ratios, which express the outstanding balance of amortgage loan as at the date of the original mortgage origination divided by the indexed valuation of theproperty securing that mortgage loan as at the reference date, based on the Halifax House Price Index.

Range of loan-to-value ratios atorigination (excludingcapitalised high loan-to-valuefees and/or booking fees and/orvaluation fees)

0 00% - 24 99% .25 00% - 49 99%50 00% - 74 99%75 00% - 79 99%80.00% -84 99%.85.00% - 89.99%90.00% - 95.00%Greater than 95%Total

Current principalbalance (£)

2 257 633 0831 1 996 603 69216710 886 3403609031 3113 988 588 5684 1 73,904,2883,024,416,0778,416,330,531

54177,393,889

% of totalbalance

417221430846667367.7

5.5815.53

100

Number ofmortgageaccounts

58,310175,500147696250242659726,28418,07246,897

524,380

%oftotal

11 12334728 174775075.013.458.94100

The weighted average loan-to-value ratio of the mortgage accounts at origination (excluding anycapitalised high loan-to-value fees and/or capitalised booking fees and/or capitalised valuation fees) wasapproximately 67.76 per cent.

Geographical distribution

The following table shows the distribution of properties throughout England, Wales and Scotland. Noproperties are situated outside England, Wales and Scotland. The geographical location of a property has noimpact upon the seller's lending criteria and credit scoring tests.

Region

East AngliaEast MidlandsLondonNorthNorth WestScotlandSouth East (excluding London)South WestWalesWest MidlandsYorkshire and Humberside

Total

Current principalbalance (£)

1 988 404 2271 ,982,421 ,636

14,975,634,2891,463,534,6885,254 473 2402 292 848 334

14,4598788434,590,836,1101,718,021,6482,780,557,2112,670,783,663

54,177,393,889

% of totalbalance

3673.66

27.642.797

4232669

8.473.175.13493

100

Number ofmortgageaccounts

21 53722,685

109,26019,9986403131 040

12283744,76922,05132,02634146

524,380

%oftotal

4114.33

20.843.81

1221592

23438544.216.11651

100

House prices and incomes vary throughout England, Scotland and Wales. The table belowsummarises the average house price and the average income for each region for the third quarter of 2008 inorder to produce a house price to earnings ratio for each region.

Regions

North EastNorthWestYorkshire and HumbersideEast MidlandsWest MidlandsEast AngliaLondonSouth East (excluding London). .SouthWestWalesScotland

House price(£)*

£162,810£177,664£175,210£179,236£190,087£214,564£360,405£287,810£238,954£172,018£170,952

Averageearnings

(£perannum)**

£44,094£46,923£45,533£46,207£47,449£50,149£84,373£64,946£55,268£44,818£45,270

Price/earnings

ratio3.693.793.853.884.014.284.274.434.323.843.78

* Simple average house prices

** .Average recorded income of borrowers

Source: http://www.communities.gov.uk/documents/housing/xls/141284.xls, Table 516

For a discussion of geographic concentration risks, see "Risk factors - The timing and amount ofpayments on the loans could be affected by various factors which may adversely affect payments onthe issuing entity notes" in the base prospectus.

Seasoning of loans

The following table shows the time elapsed since the date of origination of the loans. The ages (butnot the balances) of the loans in this table have been calculated up to the reference date for the purpose ofcalculating the seasoning.

Months since originationO t o < 66 to < 1212 to < 1818 to < 2424 to < 3030 to < 3636 to < 4242 to < 4848 to < 5454 to < 6060 to < 6666 to < 7272 to < 7878 to < 8484 to < 9090 to < 9696 to < 102Equal to or greater than 102Total

Current principalbalance (£)

03,310,037,260

13,009,534,5078,586,946,0555,406,163,2264,072,751,6563,445,829,5362,278,058,7152,486,188,5312,736,658,8702,152,835,1041,672,583,4261,432,087,391

979,817,336855,139,197307,662,509266,435,354

1,178,665,21654,177,393,889

% of totalbalance

06.11

24.0115.859.987.526.364.2

4.595.053.973.092.641.811.580.570.492.18100

Number ofmortgageaccounts

022,56494,35864,86949,17838,99532,43523,61428,74833,89328,05623,62921,37114,50612,8925,1684,702

25,402524,380

% of total0

4.317.9912.379.387.446.194.5

5.486.465.354.514.082.772.460.990.9

4.84100

The weighted average seasoning of loans was approximately 34.96 months and the maximumseasoning of loans was 158.00 months. The minimum seasoning of loans was 10.00 months.

Years to maturity of loans

The following table shows the number of years of the mortgage term which remain unexpired.

Years to maturity of loans

0 to < 55 t o < 1010to< 1515 to < 2020 to < 2525 to < 3030 to < 38Total

Currentprincipal

balance (£)

1,584,637,2715,319,750,3308,397,010,308

14,440145,41020,959,177,468

3,476,673,1020

54.177.393.889

% of totalbalance

2.929.8215.5

26653869

6.420

100

Number ofmortgageaccounts

35,74978,632

100,318135,334149,08125,266

0524.380

% of total

6.8215

19.1325.8128.43

4.820

100

The weighted average remaining term of loans was approximately 18.09 years and the maximumremaining term was 29.75 years. The minimum remaining term was 0.17 years.

Purpose of loan

The following table shows the purpose of the loans on origination.

Purpose of loan

PurchaseRemortgageTotal

Currentprincipal

balance (£)

23,911,448,26530,265,945,62454,177,393,889

% of totalbalance

44.1455.86

100

Number ofmortgageaccounts

195,825328,555524,380

% of total

37.3462.66

100

As at the reference date, the average balance of loans used to finance the purchase of a new propertywas £122,106.21 and the average balance of loans used to remortgage a property already owned by theborrower was £92,118.35.

Property type

The following table shows the types of properties to which the mortgage accounts relate.

Property type

Bungalow House.,Converted FlatDetached House.Flat purpose built.MaisonetteSemi detached....Terraced house...Other/Unknown...Total

Currentprincipal

balance (£)

3,252,302,546176,933,507

13,620,064,3275,042,526,5541,301,383,577

14,943,864,43513,201,961,2282,638,357,715

54,177,393,889

% of totalbalance

0.3325.14

9.312.4

27.5824.374.87100

Number ofmortgageaccounts

31,3521,978

98,52743,85912,003

152,743138,37845,540

524,380

% of total

5.980.38

18.798.362.29

29.1326.398.68100

As at the reference date, the average balance of loans secured by semi-detached/link-detachedhouse, detached house and terraced house properties was £97,836.66, £138,236.87 and £95,405.06,respectively.

Origination channel

The following table shows the origination channel for the initial loan in a mortgage account.

Origination channelDirect OriginationIntermediariesOther ChannelsTotal

Current principal balance(£)

17510558,05936474198611

192,637,22054,177,393,889

% of totalbalance

32.3267.320.36100

Number ofmortgageaccounts

223 685298 680

2,015524,380

%oftotal

42.6656.960.38100

As at the reference date, the average balance of loans originated through direct origination,intermediaries and other channels was £78,282.22, £122,117.98 and £95,601.60 respectively.

Repayment terms

The following table shows the repayment terms for the loans in the mortgage accounts as at thereference date. Where any loan in a mortgage account ¡s interest-only, then that entire mortgage account ¡sclassified as interest-only.

Repayment terms

EndowmentInterest onlyRepaymentUnknownTotal

Current principalbalance (£)

4,051 459,73321,27518497528570133507

280,615,67554 1 77 393 889

% of totalbalance

7.4839.275273

0.52100

Number ofmortgageaccounts

57,319148,585315,477

2,999524 380

%oftotal

10.9328.3460.16

0.57100

As at the reference date, the average balance of endowment loans, interest-only loans and repaymentloans ¡n the expected portfolio was £70,682.67, £143,185.28 and £90,561.70 respectively.

Product type

The following table shows the distribution of product type as at the reference date.

Product type

Non-flexible loansTracker loansFixed loansVariable loansTotal

Flexible loansTracker loans...Fixed loansVariable loans..Total

TotalTracker loans .Fixed loansVariable loansTotal

Current principalbalance (£)

6,784,051,38828,697,268,9338,956,815,179

44,438,135,500

9,702,110,33311,323,11625,824,940

9,739,258,390

16,486,161,72228,708,592,0498,982,640,119

54,177,393,889

% of totalbalance

12.5252.9716.5382.02

17.910.020.05

17.98

30.4352.9916.58

100

Number ofmortgageaccounts

67,986226,578128,609423,173

100,80182

324101,207

168,787226,660128,933524,380

% of total

12.9743.2124.5380.71

19.220.020.06

19.30

32.1943.2224.59

100

Payment methods

The following table shows the payment methods for the mortgage accounts as at the reference date.

Number of

Payment methodsDirect debit (Abbey bank account)Direct debit (other bank account) ,OtherTotal

Current principalbalance (£)

8706130,73944,151 458,339

1,319,804,81154,177,393,889

% of totalbalance

16.0781.49

2.44100

mortgageaccounts

94,399404,034

25,947524,380

% of total18.0077.05

4.95100

External standing orders, internal standing orders and payments made at Abbey branches.

Distribution affixed rate loans

As at the reference date, approximately 43.22 per cent, of the loans in the expected portfolio werefixed rate loans. Fixed rate loans remain at the relevant fixed rate for a period of time as specified in the offerconditions, after which they move to the SVR or some other rate as specified in the offer conditions.

Distribution of fixed rate loansCurrent principal

balance (£)% of total

balance

Number ofmortgageaccounts % of total

Less than 3.00%3.00%-3.99%...4.00%-4.99%...5.00%-5.99%...6.00%-6.99%....7.00%-7.99%....Above 9.00%Total

0 0 0 00 0 0 0

4,269,162,354 14.87 30,260 13.3520,790,708,607 72.42 153,724 67.82

3,588,394,968 12.5 41,192 18.1760,326,120 0.21 1,484 0.65

0 0 0 028,708,592,049 100 226,660 100

Year in which rate period endsCurrent principal

balance (£)% of total

balance

Number ofmortgageaccounts % of total

2007 or less

2008200920102011201220132014201520162017201820192020202120222023202420252026 or greater.

Total

130,947 0

877,221,287 3.0617,644,328,532 61.462,998,451,864 10.442,389,540,510 8.322,799,091,280 9.75

802,371,221 2.79105,763,217 0.3767,021,130 0.23

149,706,670 0.52661,557,132 2.3111,590,850 0.3948,769,716 0.1714,536,327 0.05

0 037,612,806 0.13

486,179 067,384 0

0 0344,977 0

28,708,592,049 100

7,572126,43523,52521,06127,155

7,003950

1,1271,9347,6321,077

654199

0320

4109

226,660

0

3.3455.7810.389.29

11.983.090.420.5

0.853.370.480.290.09

00.14

0000

100

TenureCurrent principal

balance (£)% of total

balance

Number ofmortgageaccounts % of total

FeudalFreehold...Leasehold.OtherTotal

1,099,730,474 3.83 11,913 5.2623,286,034,162 81.11 181,133 79.91

4,321,555,019 15.05 33,598 14.821,272,394 0 16 0.01

28,708,592,049 100 226,660 100

As at the reference date, the average balance of mortgages secured on freehold properties, leaseholdproperties and feudal properties was £128,557.66, £128,625.37 and £92,313.48, respectively.

Payment Rate Analysis

The following table shows the annualised payment rate for the most recent 1-, 3- and 12-month periodfor the loans in the expected portfolio.

1-month 3-month 12-monthAs of month-end annualised annualised annualised10 November 2008 37.6% 34.6% 40.2%

In the table above,

1-month annualised CPR is calculated as 1 - ((1 - R) A 12);

3-month annualised CPR ¡s calculated as the average of the 1-month annualised CPR for themost recent 3 months; and

12-month annualised CPR is calculated the average of the 1-month annualised CPR for themost recent 12 months,

where R is (i) total principal receipts received plus the principal balance of loans repurchased by the seller(primarily due to further advances) during the relevant period, divided by (ii) the aggregate outstandingprincipal balance of the loans in the expected portfolio as at the start of that period.

Delinquency and loss experience of the expected portfolio

The following table, shows the arrears and repossession experience in respect of the expectedportfolio as at the dates indicated.

The loans used in the table below are administered in accordance with Abbey's administrationpolicies. The method by which Abbey classifies loans as being ¡n arrears is described in the base prospectusunder "The servicer - Arrears and default procedures" and ¡s important in helping to understand thearrears and repossession information in respect of the expected portfolio, as at the dates indicated, set forthin the following table.

December 8, 2005

As at or for the years ended

December 8, 2006 December 10, 2007 November 10,2008

Outstandingbalance(millions) £29,959.81 $45.646.76 £30,057.09 $45,794.98

Number ofloansoutstanding(thousands)

Outstandingbalance ofloans inarrears(millions)

1-2 months

2-3 months

3-4 months

4-5 months

5-6 months

6 -12 months

Over 12months

Totaloutstandingbalance ofloans inarrears(millions)

Number ofloansoutstanding inarrears(thousands)

1 -2 months

2-3 months

3-4 months

4-5 months

5-6 months

6 -12 months

Over 12months

Total numberof loansoutstanding inarrears(thousands)

Repossessions

Amount of loanlosses(millions)

Loan losses as% of totalcurrentbalance

397.38 397.38

£466.58 $710.88 1.56%

£154.32 $235.12 0.52%

£78.86 $120.15 0.26%

£39.46 $60.12 0.13%

£24.503 $37.32 0.08%

£52.67 $80.25 0.18%

£5.83 $8.88 0.02%

£822.21 $1,252.72 2.74%

5.53 5.53 1.39%

2.09 2.09 0.53%

1.08 1.08 0.27%

0.51 0.51 0.13%

0.33 0.33 0.08%

0.66 0.66 0.17%

0.08 0.08 0.02%

10.27 10.27 2.58%

206 206 0.05%

£0.69 $1.05

0.00% 0.00%

379.72 379.72

£438.28 $661.67

£150.37 $299.11

£77.26 $117.71

£35.70 $54.40

£25.17 $38.34

£48.97 $74.61

£5.93 $9.04

£777.69 $1,184.88

5.53 5.53

1.89 1.89

0.95 0.95

0.43 0.43

0.30 0.30

0.58 0.58

0.07 0.07

9.75 9.75

243 243

£1.44 $2.20

0.00% 0.00%

1.44%

0.50%

0.26%

0.12%

0.08%

0.16%

0.02%

2.59%

1.46%

0.50%

0.25%

0.11%

0.08%

0.15%

0.02%

2.57%

0.06%

£38,063.34 $57,993.31

432.47 432.47

£691.71 $1,053.88 1.82%

£210.83 $321.23 0.55%

£91.75 $139.80 0.24%

£45.45 $69.25 0.12%

£24.53 $37.37 0.06%

£47.63 $72.57 0.13%

£5.39 $8.21 0.01%

£1,117.30 $1,702.3243 2.94%

7.13 7.13 1.65%

2.33 2.33 0.54%

1.03 1.03 0.24%

0.49 0.49 0.11%

0.28 0.28 0.06%

0.49 0.49 0.11%

0.06 0.06 0.01%

11.81 11.81 2.73%

319 319 0.07%

£1.60 $2.24

0.00% 0.00%

£39,570.11 $60,289.02

423.33 423.33

£856.30 $1,304.66

£290.91 $443.23

£126.53 $192.79

£63.76 $97.14

£42.20 $64.30

£74.36 $113.29

£10.77 $16.41

£1,464.83 $2,231.81

7.81 7.81

2.82 2.82

1.21 1.21

0.60 0.60

0.40 0.40

0.69 0.69

0.11 0.11

13.64 13.64

335 335

£6.12 $9.32

0.19% 0.19%

2.16%

0.74%

0.32%

0.16%

0.11%

0.19%

0.03%

3.70%

1.84%

0.67%

0.29%

0.14%

0.09%

0.16%

0.03%

3.22%

0.08%

"Repossessions" expresses the number of mortgaged properties that the servicer has taken intopossession during the period, as a percentage of the number of loans in the portfolio outstanding at the endof the period.

Characteristics of the United Kingdom residential mortgage market

According to the Council of Mortgage Lenders, as at October 2008, mortgage loans outstanding in theUnited Kingdom amounted to £1.2 trillion, with banks and building societies holding approximately 50 percent, and approximately 17 per cent, of the total, respectively. In October 2008, outstanding mortgage debt¡n the United Kingdom grew by approximately 4 per cent, compared to October 2007.

Set out in the following tables are a number of characteristics of the United Kingdom mortgage market.

CPR ratesIn the following tables, quarterly CPR data was calculated by dividing the amount of scheduled andunscheduled repayments of mortgages originated by building societies in a quarter by the quarterly balanceof mortgages outstanding owed to building societies in the United Kingdom. These quarterly repayment rateswere then annualised using standard methodology.

CPR (%)

a 7.07580859.09.510 0105

Aggregatequartersover 40

years

004158

1015

Aggregatequarters

CPR over 40(%) years

11.0

11.5

12.0

12.5

13.013.5

14.0

14.5

12131512

94Q2

Aggregatequarters

CPR over 40(%) years

15.0

15.5

16.0

16.5

17.0

17.5

18.0

18.5

34430231

Aggregatequarters

CPR over 40(%) years

19.0

19.5

20.0

20.5

21.0

21.5

22.0

22.5

34530612

Aggregatequarters

CPR over 40(%) years

23.0

23.5

24.0

24.5

>24.5

00000

*Source: The Bank of England

Over the past 40 years, the highest single quarter CPR experienced in respect of residential mortgageloans originated by building societies was recorded in September 2002 at a level of 22.40 per cent. Thelowest level was 7.94 per cent, in March and June of 1974.

The highest 12-month rolling average CPR over the same 40-year period was 21.07 per cent. Thelowest was 8.84 per cent.

Quarter

June 1966December 1966June 1967December 1967June 1968December 1968June 1969December 1969June 1970December 1970June 1971December 1971June 1972December 1972June 1973December 1973June 1974December 1974June 1975December 1975June 1976December 1976June 1977December 1977June 1978December 1978June 1979December 1979June 1980December 1980June 1981December 1981 ,June 1982December 1982June 1983December 1983June 1984December 1984June 1985December 1985June 1986December 1986June 1987December 1987June 1988

CPR rate forthe quarter (%)

11.3910.6010.9611.5210.5910.2510.2410.0210.6911.4711.4512.3111.8211.7410.5410.567.95

10.8312.2312.2211.4811.709.85

12.6612.1911.1910.1311.078.66

10.4811.7811.8312.9114.2012.7611.8612.1411.8811.6713.6815.5315.6015.1316.4116.24

12-monthrolling

average (%)

11.0011.0410.6910.9110.9910.4910.1410.0210.0710.6710.9611.3211.7611.6311.1610.579.389.08

10.6511.7911.6411.2910.3510.6612.0711.6010.5910.479.789.26

10.5311.5311.7312.6813.3712.4111.7211.7011.4912.2113.4314.9314.7514.8415.86

Quarter

September 1966March 1967September 1967March 1968September 1968 ,March 1969September 1969March 1970September 1970March 1971September 1971March 1972September 1972 ,March 1973 ,September 1973March 1974September 1974March 1975September 1975March 1976September 1976 ,March 1977September 1977March 1978September 1978March 1979September 1979March 1980September 1980March 1981September 1 981 ,March 1982September 1982March 1983September 1983March 1984 ,September 1984March 1985September 1985March 1986September 1986March 1987September 1987March 1988September 1988

CPR rate forthe quarter (%)

11.719.51

11.6710.1910.929.16

10.668.93

11.619.33

12.1810.7312.2510.1211.067.959.599.96

12.7610.1011.868.00

12.1311.3011.729.34

11.368.049.879.97

12.539.63

13.9712.5512.4810.4012.4010.0213.4611.0617.5210.7517.0613.7418.46

12-monthrolling

average (%)

11.2710.8010.6811.0810.8110.2310.089.96

10.3110.7711.1111.6711.7811.4810.8710.039.019.58

11.4511.8311.4210.7610.4211.4911.9711.1110.5010.159.419.75

11.1911.4412.0813.4113.0011.8811.7011.6111.7612.4714.4514.8514.6315.5816.21

Quarter

December 1988June 1989December 1989June 1990December 1990.. .June 1991 ,December 1991June 1992 ,December 1992June 1993 ,December 1993June 1994December 1994June 1995December 1995June 1996December 1996June 1997December 1997June 1998December 1998..June 1999December 1999June 2000December 2000June 2001December 2001 ... .June 2002December 2002 .June 2003December 2003June 2004December 2004June 2005December 2005June 2006December 2006June 2007December 2007June 2008

CPR rate forthe quarter (%}

12.7613.1210.449.42

10.5810.6910.249.127.969.97

10.0110.48106810.5111.6111 32125815.0511.1712.0513.441439149413.861555173619.0119.8822.1620.1821 3321 42187117.7520.36193721.07192518.6316.31

12-monthrolling

average (%)

153013.3311 0310 11967

1001103910028.99905979

1003102910.3510.7611 2111 8112.6512.0411 39123613 19140214551453158117741917207821 06206721 07203618.911903199020.34202919.6717.71

Quarter

March 1989September 1989March 1990 .September 1990March 1991September 1991March 1992...September 1 992March 1993September 1993March 1994September 1994March 1995September 1995March 1996September 1996March 1997September 1997March 1998September 1998March 1999. .September 1999March 2000September 2000March 2001September 2001March 2002September 2002 .March 2003September 2003March 2004September 2004March 2005September 2005March 2006.. .September 2006March 2007September 2007March 2008September 2008

12-monthCPR rate for rolling

the quarter (%) average (%)

8.9611.608.969.719.07

11.579.149.758.53

10.658.97

11.059.15

11.7610.1413.209.75

12.1810.1613.7911.1415.5913.8214.8915.4719.1218.6822.4019.5121.6519.9021.4117.7620.2419.6521.2519.5721.2214.5415.10

14.1111.6111.039.639.69

10.4810.419.568.849.289.90

10.1310.3410.5311.0011.5711.7112.3912.1411.7912.6013.6414.6914.3814.9416.8718.5419.9920.9920.8820.7721.0119.8318.6219.5020.1620.3220.2818.4516.16

Source of repayment and outstanding mortgage information: The Bank of England.

The CPR tables above presents the historical CPR experience only of building societies in the UnitedKingdom. During the late 1990s, a number of former building societies formed in the United Kingdombecame banks, and the CPR experience of these banks ¡s therefore not included in the foregoing buildingsociety CPR data. According to the Council of Mortgage Lenders, the 12 month rolling average CPRexperience of banks during each of the years 1999 through 2007 was 15.98 per cent., 15.36 per cent., 18.54per cent., 21.58 per cent., 23.47 per cent., 22.51 per cent., 22.65 per cent., 24.59 per cent, and 25.31 percent, respectively.

Repossession rate

In January 2008, the Council of Mortgage Lenders published repossession figures for 2007, whichshowed that the repossession rate in the United Kingdom for that year was 0.22%. No assurance can begiven as to whether, or for how long, these low levels of repossessions will continue.

Year Repossessions (%)198219831984198519861987198819891990

0.110.120.170.250.300.320.220.170.47

Year Repossessions (%)199119921993199419951996199719981999

0.770.690.580.470.470.400.310.310.27

Year Repossessions (%)20002001200220032004200520062007

0.200.160.110.080.070.130.180.22

Source: Council of Mortgage Lenders

House price to earnings ratio

The following table shows the ratio for any one year of the average annual value of houses comparedto the average annual salary in the United Kingdom as calculated from the weekly earnings in April of thesame year of male employees whose earnings were not affected by their absence from work (as recorded bythe government of the United Kingdom). While this is a good indication of house affordability, ¡t does not takeinto account the fact that the majority of households have more than one income to support a mortgage loan.

Year

1971197219731974197519761977197819791980198119821983198419851986198719881989

Houseprice to

earningsratio4124915.875.394514234174284794.814.504.224364.484.514.765 155946.59

Year

1990199119921993199419951996199719981999200020012002200320042005200620072008*

House priceto earnings

ratio

5925424924654604524574865 185485966066 847.578.058.248298858.35

Source: Council of Mortgage Lenders*The ratio for 2008 relates to the third quarter of 2008.

House price index

United Kingdom residential property prices, as measured by the Nationwide House Price Index andHalifax House Price Index (collectively, the Housing Indices), have generally followed the United KingdomRetail Price Index over an extended period. Nationwide is a United Kingdom building society and Halifax is aUnited Kingdom bank.

The United Kingdom housing market has been through various economic cycles in the recent past,with large year-to-year increases in the Housing Indices occurring ¡n the late 1980s and large decreasesoccurring ¡n the early 1990s.

The housing indices have generally increased since 1996 but have been experiencing a decreasingtrend since the second half of 2008.

Nationwide House PriceRetail Price Index Index

Quarter

March 1981June 1981September 1981December 1981March 1982June 1982September 1982December 1982March 1983June 1983September 1983 ..December 1983

Index

280.4294.0299.1306.5311.6321.5323.0325.4327.0333.7338.0341.8

% annualchange1

11.96%1 1 .07%10.67%11.25%10.55%8.94%7.68%5.98%4.84%3.71%4.54%4.93%

Index

47.348.148.347.548.249.249.851.052.554.656.257.1

% annualchange1

4.54%3.16%2.34%1 .27%1.87%2.38%3.18%7.22%8.45%

10.41%12.08%1 1 .24%

Halifax House PriceIndex

Index

N/AN/AN/AN/AN/AN/AN/AN/A95.999.9

102.2102.4

% annualchange1

N/AN/AN/AN/AN/AN/AN/AN/AN/AN/AN/AN/A

Retail Price IndexNationwide House Price

IndexHalifax House Price

Index

Quarter IndexMarch 1984 343.9June 1984 350.9September 1984 353.9December 1984 358.3March 1985 362.9June 1985 375.3September 1985 376.3December 1985 378.1March 1986 380.8June 1986 385.7September 1986 386.1December 1986 391.0March 1987 100.3June 1987 101.9September 1987 102.1December 1987 103.2March 1988 103.7June 1988 106.2September 1988 107.7December 1988 109.9March 1989 111.7June 1989 114.9September 1989 116.0December 1989 118.3March 1990 120.4June 1990 126.0September 1990 128.1December 1990 130.1March 1991 130.8June 1991 133.6September 1991 134.2December 1991 135.5March 1992 136.2June 1992 139.1September 1992 139.0December 1992 139.6March 1993 138.7June 1993 140.9September 1993 141.3December 1993 141.8March 1994 142.0June 1994 144.5September 1994 144.6December 1994 145.5March 1995 146.8June 1995 149.5September 1995 149.9December 1995 150.1March 1996 150.9June 1996 152.8September 1996 153.1December 1996 154.0March 1997 154.9June 1997 156.9September 1997 158.4December 1997 159.7March 1998 160.2June 1998 163.2September 1998 163.7December 1998.. 164.4March 1999 163.7June 1999 165.5

% annualchange1

5.03%5.02%4.61%4.72%5.37%6.73%6.13%5.38%4.82%2.73%2.58%3.35%

N/AN/AN/AN/A

3.33%4.13%5.34%6.29%7.43%7.87%7.42%7.37%7.50%9.22%9.92%9.51%8.28%5.86%4.65%4.07%4.05%4.03%3.51%2.98%1.82%1.29%1.64%1.56%2.35%2.52%2.31%2.58%3.32%3.40%3.60%3.11%2.75%2.18%2.11%2.57%2.62%2.65%3.40%3.63%3.36%3.94%3.29%2.90%2.16%1.40%

Index59.261.562.364.966.268.269.270.771.173.876.379.081.685.888.688.590.097.6

108.4114.2118.8124.2125.2122.7118.9117.7114.2109.6108.8110.6109.5107.0104.1105.1104.2100.1100.0103.6103.2101.8102.4102.5103.2104.0101.9103.0102.4101.6102.5105.8107.7110.1111.3116.5121.2123.3125.5130.1132.4132.3134.6139.7

% annualchange1

12.05%11.85%10.37%12.83%11.23%10.29%10.46%8.52%7.11%7.99%9.74%

11.09%13.70%14.96%14.98%11.36%9.80%

12.95%20.15%25.51%27.79%24.06%14.42%7.16%0.09%

-5.38%-9.23%

-11.31%• -8.84%

-6.23%-4.18%-2.37%-4.42%-5.10%-4.97%-6.68%-4.02%-1.42%-0.96%1.74%2.36%

-1.08%-0.03%2.06%

-0.47%0.53%

-0.77%-2.30%0.55%2.67%5.08%8.00%8.30%9.65%

11.77%11.40%11.96%11.04%

- 8.84%7.00%7.02%7.09%

Index102.9106.5109.2111.0112.2115.9117.6120.7122.5128.6133.1136.9140.6147.3152.6158.2164.9180.2198.9212.0217.8226.8227.3222.8220.7224.3224.2222.9220.2223.2220.8217.5210.6210.4208.4199.3196.9203.2204.2202.5202.3204.3204.3200.9200.3201.0199.0197.8200.9208.6209.8212.6215.3222.6223.6224.0226.4234.9236.1236.3236.3247.7

% annualchange1

7.05%6.40%6.62%8.06%8.65%8.46%7.41%8.38%8.78%

10.40%12.38%12.59%13.78%13.58%13.67%14.46%15.94%20.16%26.50%29.27%27.82%23.00%13.35%4.97%1.32%

-1.11%-1.37%0.04%

-0.23%-0.49%-1.53%-2.45%-4.46%-5.91%-5.78%-8.74%-6.73%-3.48%-2.04%1.59%2.71%0.54%0.05%

-0.79%-0.99%-1.63%-2.63%-1.56%0.30%3.71%5.28%7.22%6.92%6.50%6.37%5.22%5.03%5.38%5.44%5.35%4.28%5.31%

Retail Price IndexNationwide House Price

IndexHalifax House Price

Index

Quarter IndexSeptember 1999 165.6December 1999 166.8March 2000 167.5June 2000 170.6September 2000 170.9December 2000 172.0March 2001 171.8June 2001 173.9September 2001 174.0December 2001 173.8March 2002 173.9June 2002 176.0September 2002 176.6December 2002 178.2March 2003 179.2June 2003 181.3September 2003 181.8December 2003 182.9March 2004 183.8June 2004 186.3September 2004 187.4December 2004 189.2March 2005 189.7June 2005 191.9September 2005 192.6December 2005 193.7March 2006 194.2June 2006 197.6September 2006 199.3December 2006 201.4March 2007 203.0June 2007 206.3September 2007 207.1December 2007 209.8March 2008 211.1June 2008 215.3September 2008 217.4

% annualchange1

1.15%1.45%2.29%3.04%3.15%3.07%2.53%1.92%1.80%1.04%1.21%1.20%1.48%2.50%3.00%2.97%2.90%2.60%2.53%2.72%3.03%3.39%3.16%2.96%2.74%2.35%2.34%2.93%3.42%3.90%4.43%4.31%3.84%4.09%4.0%4.4%5.0%

Index144.4148.9155.0162.0161.5162.8167.5174.8181.6184.6190.2206.5221.1231.3239.3250.1258.9267.1277.3296.2306.2304.1304.8314.2314.4314.0319.8329.2336.1343.2350.2362.7367.3367.0357.8348.1329.5

% annualchange1

8.65%11.83%14.10%14.83%11.20%8.95%7.77%7.63%

11.77%12.54%12.71%16.64%19.66%22.55%22.94%19.18%15.77%14.40%14.77%16.90%16.79%12.98%

. 9.44%5.91%2.67%3.18%4.81%4.68%6.65%8.92%9.08%9.68%8.89%6.68%2.2%

-4.0%-10.3%

Index256.7263.4270.5275.6277.6278.3279.0297.0305.0310.9324.3346.6369.1393.0400.1422.5437.6453.5474.0513.2527.2522.0520.2532.1543.1548.4552.6582.1586.7602.8613.9644.1649.3634.4620.9605.1568.9

% annualchange1

8.37%10.86%13.52%10.67%7.83%5.50%3.09%7.48%9.41%

11.08%15.05%15.44%19.08%23.43%21.00%19.80%17.02%14.32%16.95%19.45%18.63%14.07%9.30%3.62%2.97%4.93%6.04%8.98%7.72%9.46%

10.52%10.12%10.14%5.11%

1.1%-6.1%

-12.4%

Source: Office of National Statistics, Nationwide Building Society and Halifax Bank of Scotland. "NA" indicates that the relevant figure isnot available.

1 The percentage annual change is calculated in accordance with the following formula:Ln (x/y) where "x" ¡s equal to the current quarter's index value and "y" is equal to the index value of the previous year'scorresponding quarter.

All information contained in these final terms ¡n respect of the Nationwide House Price Index has beenaccurately reproduced from information published by Nationwide Building Society. All information containedin these final terms in respect of the Halifax House Price Index has been accurately reproduced frominformation published by HBOS pic. So far as the issuing entity is aware and ¡s able to ascertain frominformation published by Nationwide Building Society and HBOS pic respectively, no facts have been omittedwhich would render the reproduced information inaccurate or misleading.

Note, however, that the issuing entity has not participated in the preparation of the information in thissection entitled "Characteristics of the United Kingdom residential mortgage market" nor made anyenquiry with respect to such information. Neither the issuing entity nor Nationwide Building Society norHBOS pic makes any representation as to the accuracy of the information in this section entitled"Characteristics of the United Kingdom residential mortgage market" or has any liability whatsoever toyou in connection with such information. Anyone relying on such information does so at their own risk.

ANNEX A

Issuing Entity Notes

Notes issued by the issuing entity and term advances advanced by the issuing entity to Funding inconnection therewith

As at the closing date, the aggregate principal amount outstanding of issuing entity notes issued bythe issuing entity (converted, where applicable, into sterling at the applicable specified currency exchangerate), including the issue 2008-2 notes described herein, will be:

class A notes - £42,258,945,295

class B notes - £1,336,725,000

class M notes - £464,856,000

class C notes-£1,179,385,000

class D notes -£190,000,000

As at the closing date, the aggregate outstanding principal balance of term advances advanced by theissuing entity to Funding under the master intercompany loan agreement, including the term advancesdescribed herein, will be:

AAA Term Advances - £42,258,945,295

AA Term Advances - £1,336,725,000

A Term Advances - £464,856,000

BBB Term Advances - £1,179,385,000

BB Term Advances - £190,000,000

ANNEX B

Start-up loans to Funding

The following start-up loans have been made available to Funding by Abbey (in its capacity as thestart-up loan provider) in connection with the issue of the issue 2008-2 notes by the issuing entity and theissues of previous notes by the issuing entity and issues of previous notes by previous issuing entities, forthe stated current outstanding principal balance.

Current outstandingIssuing entity principal balance

Holmes Financing (No. 1) PLC £0Holmes Financing (No. 2) PLC £0Holmes Financing (No. 3) PLC £0Holmes Financing (No. 4) PLC £0Holmes Financing (No. 5) PLC £0Holmes Financing (No. 6) PLC £0Holmes Financing (No. 7) PLC £0Holmes Financing (No. 8) PLC £0Holmes Financing (No. 9) PLC £0Holmes Financing (No. 10) PLC £0Holmes Master Issuer PLC (in respect of the issue 2006-1 notes) £0Holmes Master Issuer PLC (in respect of the issue 2007-1 notes) £0Holmes Master Issuer PLC (in respect of the issue 2007-2 notes) £0Holmes Master Issuer PLC (in respect of the issue 2007-3 notes) £0Holmes Master Issuer PLC (in respect of the issue 2008-1 notes) £0Holmes Master Issuer PLC (in respect of the issue 2008-2 notes) £267,000,000

ANNEX C

Description of the previous issuing entities, the previous notesand the previous intercompany loans

Each of the previous issuing entities is a public limited company incorporated in England and Wales.The registered office of each previous issuing entity is Abbey National House, 2 Triton Square, Regent'sPlace, London NW1 3AN. The contact telephone number for the previous issuing entities is +44 870 6076000. Each of the previous issuing entities is a special purpose company whose purpose is to have issuedthe previous notes that represent their respective residential mortgage-backed obligations and to have lentan amount equal to the proceeds of the previous notes to Funding under their respective previousintercompany loans. Each of the previous issuing entities does not engage in any activities that are unrelatedto these purposes.

The seller has been appointed as the cash manager for each of the previous issuing entities tomanage its bank accounts, to determine the amounts of and arrange payments of monies to be made by itand keep certain records on its behalf. The seller has also been appointed as an account bank for each ofthe previous issuing entitles to provide banking services to it.

The following tables summarise the principal features of the previous notes. In each table, referencesto previous notes are references to the previous notes issued by the relevant previous issuing entity and theissuing entity, which are described in that table. Where a series and class of previous notes has beenredeemed in full, the table indicates such redemption by an asterisk ("*") next to the relevant series and classof previous notes.

Class of previous notes issued by Holmes Financing (No. 1) PLC

Principal amount:Credit enhancement:

Interest rate:

Margin:Until interest payment date falling ¡n:And thereafter:Scheduled redemption date:Outstanding balance at last payment date:Interest accrual method:Interest payment dates:First ¡nterest payment date:Final maturity date:Listing:

Ratings as at date of issue (S&P/Moody's/Fitch):Current ratings(where relevantXS&P/Moody's/Fitch):

Series 1class A*

$900,000,000Subordinationof the class Bnotes, theclass Mnotes, theclass Cnotes, theclass D notesand thereserve fundsThree-monthUSD-LIBOR+ margin0.1 4% p.a.

July 2010N/AJuly 2003NilActual/360

Series 1class B*

$31,500,000Subordinationof the class Mnotes, theclass Cnotes, theclass D notesand thereserve funds

Three-monthUSD-LIBOR+ margin0.38% p.a.

July 20101.38% p.a.

N/ANilActual/360

Series 1 classC*

$42,000,000Subordinationof the class Dnotes and thereserve funds

Three-monthUSD-LIBOR +margin1.03% p.a.

July 20102.03% p.a.

N/ANilActual/360

Series 2class A*

$975,000,000Subordinationof the class Bnotes, theclass Mnotes, theclass C notes,the class Dnotes and thereserve funds

Three-monthUSD-LIBOR +margin0.19% p.a.

July 2010N/AJuly 2005NilActual/360

Quarterly in arrear on the interest payment dates falling in January, April,October 2000July 2005UK ListingAuthority andLondon StockExchangeAAA/Aaa/AAA

N/A

October 2000July 2040UK ListingAuthority andLondon StockExchangeAA/Aa3/AA

N/A

October 2000July 2040UK ListingAuthority andLondon StockExchangeBBB/Baa2/BBB

N/A

October 2000July 2007UK ListingAuthority andLondon StockExchangeAAA/Aaa/AAA

N/A

Series 2class B*

$34,500,000Subordinationof the class Mnotes, theclass Cnotes, theclass D notesand thereserve funds

Three-monthUSD-LIBOR+ margin0.41% p.a.

July 20101.41% p.a.

N/ANilActual/360

Series 2 classC*

$45,000,000Subordinationof the class Dnotes and thereserve funds

Three-monthUSD- LIBOR +margin1.15% p.a.

July 20102.15% p.a.

N/ANilActual/360

July and October of each yearOctober 2000July 2040UK ListingAuthority andLondon StockExchangeAA/Aa3/AA

N/A

October 2000July 2040UK ListingAuthority andLondon StockExchangeBBB/Baa2/BBB

N/A

Class of previous notes issued by Holmes Financing (No. 1) PLC

Principal amount:Creditenhancement:

Interest rate:

Margin:Until ¡nterestpayment datefalling in:And thereafter:Scheduledredemption date:Outstandingbalance at lastpayment date:Interest accrualmethod:Interest paymentdates:

Series 3 class A1*

£375,000,000Subordination ofthe class Bnotes, the classM notes, theclass C notes,the class Dnotes and thereserve fundsThree-monthsterling LIBOR +margin

0.26% p.a.

July 2010

N/AJuly 2007

Nil

Actual/365

Series 3 class A2*

€320,000,000Subordination ofthe class Bnotes, the classM notes, theclass C notes,the class Dnotes and thereserve fundsThree-monthEURIBOR +margin

0.26.% p.a.July 2010

N/AJuly 2007

Nil

Actual/360

Series 3 class B*

£24,000,000Subordination ofthe class Mnotes, the classC notes, theclass D notesand the reservefunds

Three-monthsterling LIBOR +margin

0.45% p.a.

July 2010

1.45% p.a.

N/A

Nil

Actual/365

Series 3 class C*

£30,000,000Subordination ofthe class Dnotes and thereserve funds

Three-monthsterling LIBOR +margin

1.60% p.a.

July 2010

2.60% p.a.

N/A

Nil

Actual/365

Series 4 class A

£250,000,000Subordination ofthe class Bnotes, the classM notes, theclass C notes,the class Dnotes and thereserve funds6.62% p.a. untilthe ¡nterestpayment date inJuly 2010 andthen three-month sterlingLIBOR + marginN/AJuly 2010

1.25% p.a.

July 2010

£250,000,000

Actual/365

For the series 3 previous notes, the series 4 class B previous notes and the series 4 class C

Series 4 class B

£11,000,000Subordination ofthe class Mnotes, the classC notes, theclass D notesand the reservefunds

Three-month

Series 4 class C

£14,000,000Subordination ofthe class D notesand the reservefunds

Three-monthsterling LIBOR + sterling LIBOR +margin

0.62% p.a.

July 2010

1.62% p.a.

N/A

£11,000,000

Actual/365

previous notes,

margin

1.75% p.a.

July 2010

2.75% p.a.

N/A

£14,000,000

Actual/365

quarterly in arrear onthe ¡nterest payment dates falling ¡n January, April, July and October of each year. For the series 4 class A previous notes, until (andincluding) the Interest payment in July 2010, interest will be paid semi-annually ¡n arrear on the 15th day in January and July of eachyear (subject to payment being made on business days). If a trigger event occurs or the Financing security is enforced prior to theinterest payment date ¡n July, 2010, principal amounts due and payable on the series 4 class A previous notes will be paid quarterlyon the ¡nterest payment dates falling in January, April, July and October of each year. After the ¡nterest payment date ¡n July, 2010¡nterest and principal on the series 4 class A previous notes will be paid quarterly ¡n arrear on the interest payment dates falling inJanuary, April, July and October of each year.

First interestpayment date:Final maturity date:Listing:

Ratings as at dateof issue (S&P/Moody's/Fitch):Current ratings(where relevant)(S&P/Moody's/Fitch):

October 2000

July 2010UK ListingAuthority andLondon StockExchangeAAA/Aaa/AAA

N/A

October 2000

July 2010UK ListingAuthority andLondon StockExchangeAAA/Aaa/AAA

N/A

October 2000

July 2040UK ListingAuthority andLondon StockExchangeAA/Aa3/AA

N/A

October 2000

July 2040UK ListingAuthority andLondon StockExchangeBBB/Baa2/BBB

N/A

January 2001

July 201 3UK ListingAuthority andLondon StockExchangeAAA/Aaa/AAA

AAA/Aaa/AAA

October 2000

July 2040UK ListingAuthority andLondon StockExchangeAA/Aa3/AA

AA/Aa3/AA

October 2000

July 2040UK ListingAuthority andLondon StockExchangeBBB/Baa2/BBB

BBB/Baa2/BBB

Class of previous notes issued by Holmes Financing (No. 2) PLC

Principal amount:Credit enhancement:

Interest rate:

Margin:Until ¡nterest payment datefalling in:And thereafterScheduled redemption date:

Outstanding balance at lastpayment date:Interest accrual method:Interest payment dates:First interest payment date:

Final maturity date:Listing:

Ratings as at date of issue(S&P/Moody's/Fltch):Current ratings(where relevant)(S&P/Moody's/Fltch):

Series 1 class A* Series 1 class B* Series 1 class C* Series 2 class A Series 2 class B Series 2 class C*

$1,000,000,000Subordinationof the class Bnotes, the classM notes, theclass C notes,the class Dnotes and thereserve fundsThree-monthUSD-LIBOR +margin0.09% p.a.October 2007

N/AJuly 2002

Nil

$37,000,000Subordination ofthe class Mnotes, the classC notes, theclass D notesand the reservefunds

Three-monthUSD-LIBOR +margin0.35% p.a.October 2007

1.35% p.a.N/A

Nil

$49,000,000Subordination ofthe class Dnotes and thereserve funds

Three-monthUSD-LIBOR +margin1.20% p.a.October 2007

2.20% p.a.N/A

Nil

$1,000,000,000Subordination ofthe class Bnotes, the classM notes, theclass C notes,the class Dnotes and thereserve fundsThree-monthUSD-LIBOR +margin0.1 8% p.a.October 2007

0.36% p.a.October 2003,January 2004,April 2004 andJuly 2004Nil

$37,000,000Subordination ofthe class Mnotes, the classC notes, theclass D notesand the reservefunds

Three-monthUSD-LIBOR +margin0.44% p.a.October 2007

1.44% p.a.N/A

Nil

$49,000,000Subordination ofthe class Dnotes and thereserve funds

.Three-monthUSD-LIBOR +margin1.35% p.a.October 2007

2.35% p.a.N/A

Nil

Actual/360 Actual/360 Actual/360 Actual/360 Actual/360 Actual/360Quarterly ¡n arrear on the ¡nterest payment dates falling ¡n January, April, July and October of each year16 January,2001July 2004UK ListingAuthority andLondon StockExchangeAAA/Aaa/AAA

16 January,2001July 2040UK ListingAuthority andLondon StockExchangeAA/Aa3/AA

16 January,2001July 2040UK ListingAuthority andLondon StockExchangeBBB/Baa2/BBB

16 January,2001July 201 7UK ListingAuthority andLondon StockExchangeAAA/Aaa/AAA

16 January,2001July 2040UK ListingAuthority andLondon StockExchangeAA/Aa3/AA

16 January,2001July 2040UK ListingAuthority andLondon StockExchangeBBB/Baa2/BBB

N/A N/A N/A N/A N/A N/A

Class of previous notes issued by Holmes Financing (No. 2) PLC

Principal amount:Credit enhancement:

Interest rate:

Margin:Until ¡nterest payment datefalling ¡n:And thereafter:Scheduled redemption date:

Outstanding balance at lastpayment date:Interest accrual method:Interest payment dates:First interest payment date:

Final maturity date:Listing:

Ratings as at date of Issue(S&P/Moody's/Fltch)Current ratings (whererelevant)(S&P/Moody's/Fltch):

Series 3 class A*

£500,000,000Subordination ofthe class Bnotes, the classM notes, theclass C notes,the class D notesand the reservefundsThree-monthsterling LIBOR +margin0.24% p.a.October 2007

0.48% p.a.October 2005,January 2006,April 2006 andJuly 2006Nil

Series 3 class B*

£19,000,000Subordinationof the class Mnotes, the classC notes, theclass D notesand the reservefunds

Three-monthsterling LIBOR+• margin0.45% p.a.October 2007

1.45% p.a.N/A

Nil

Series 3 class C*

£25,000,000Subordinationof the class Dnotes and thereserve funds

Three-monthsterling LIBOR+ margin1.50% p.a.October 2007

2.50% p.a.N/A

Nil

Series 4 class A*

€500,000,000Subordinationof the class Bnotes, the classM notes, theclass C notes,the class Dnotes and thereserve fundsThree-monthEURIBOR +margin0.27% p.a.October 2007

0.54% p.a.N/A

Nil

Series 4 class B*

€21,000,000Subordinationof the class Mnotes, the classC notes, theclass D notesand the reservefunds

Three-monthEURIBOR +margin0.50% p.a.October 2007

1.50% p.a.N/A

Nil

Series 4 class C*

€35,000,000Subordination ofthe class D notesand the reservefunds

Three-monthEURIBOR + margin

1.60% p.a.October 2007

2.60% p.a.N/A

Nil

Actual/365 Actual/365 Actual/365 Actual/360 Actual/360 Actual/360Quarterly ¡n arrear on the ¡nterest payment dates falling ¡n January, April, July and October of each year16 January, 2001 16 January,

2001July 2023 July 2040UK Listing UK ListingAuthority and Authority andLondon Stock London StockExchange ExchangeAAA/Aaa/AAA AA/Aa3/AA

N/A N/A

16 January,2001July 2040UK ListingAuthority andLondon StockExchangeBBB/Baa2/BBB

N/A

16 January,2001July 2040UK ListingAuthority andLondon StockExchangeAAA/Aaa/AAA

N/A

16 January,2001July 2040UK ListingAuthority andLondon StockExchangeAA/Aa3/AA

N/A

16 January, 2001

July 2040UK Listing Authorityand London StockExchange

BBB/Baa2/BBB

N/A

Class of previous notes issued by Holmes Financing (No. 3) PLC

Principal amount:Credit enhancement:

Interest rate:

Margin:Until interest payment date falling ¡n:And thereafter:Scheduled redemption date:Outstanding balance atlast payment date:Interest accrual method:Interest payment dates:First ¡nterest payment date:Final maturity date:Listing:

Ratings as at date of issue (S&P/Moody's/Fltch):Current ratings (where relevant)(S&P/Moody's/Fltch):

Series 1 class A*

$1,060,000,000Subordinationof the class Bnotes, the classM notes, theclass C notes,the class Dnotes and thereserve fundsThree-monthUSD-LIBOR +margin0.12% p.a.July 2006N/AJanuary 2003Nil

Actual/360

Series 1 classB*

$32,500,000Subordinationof the class Mnotes, theclass Cnotes, theclass D notesand thereserve fundsThree-monthUSD-LIBOR+ margin0.35% p.a.July 20060.70% p.a.N/ANil

Actual/360

Series 1 classC*

$53,000,000Subordinationof the class Dnotes and thereserve funds

Three-monthUSD-LIBOR +margin1.20% p.a.July 20062.20% p.a.N/ANil

Actual/360

Series 2 class A*

$1,060,000,000Subordinationof the class Bnotes, the classM notes, theclass C notes,the class Dnotes and thereserve fundsThree-monthUSD-LIBOR +margin0.1 6% p.a.July 20060.1 6% p.a.January 2005Nil

Actual/360Quarterly ¡n arrear on the interest payment dates falling in January, April,16 July, 2001January 2005UK ListingAuthority andLondon StockExchangeAAA/Aaa/AAA

16 July, 2001July 2040UK ListingAuthority andLondon StockExchangeAA/Aa3/AA

16 July, 2001July 2040UK ListingAuthority andLondon StockExchangeBBB/Baa2/BBB

16 July, 2001January 2007UK ListingAuthority andLondon StockExchangeAAA/Aaa/AAA

Series 2 classB*

$32,500,000Subordinationof the class Mnotes, theclass Cnotes, theclass D notesand thereserve fundsThree-monthUSD-LIBOR+ margin0.40% p.a.July 20060.80% p.a.N/ANil

Actual/360

Series 2 classC*

$53,000,000Subordinationof the class Dnotes and thereserve funds

Three-monthUSD-LIBOR +margin1.27% p.a.July 20062.27% p.a.N/ANil

Actual/360July and October of each year

16 July, 2001July 2040UK ListingAuthority andLondon StockExchangeAA/Aa3/AA

16 July, 2001July 2040UK ListingAuthority andLondon StockExchangeBBB/Baa2/BBB

N/A N/A N/A N/A N/A N/A

Class of previous notes issued by Holmes Financing (No. 3) PLC

Principal amount:Credit enhancement:

Interest rate:Margin:Until ¡nterest payment date fallingin:And thereafter:Scheduled redemption date:Outstanding balance at lastpayment date:Interest accrual method:Interest payment dates:

First ¡nterest payment date:Final maturity date:Listing:

Ratings as at date of issue(S&P/Moody's/Fitch):Current ratings(where relevant)(S&P/Moody's/Fitch):

Series 3 class A* Series 3 class B* Series 3 class C*

€805,000,000Subordination of the class B notes,the class M notes, the class Cnotes, the class D notes and thereserve fundsThree-month EURIBOR + margin0.24% p.a.July 2006

0.48% p.a.N/ANil

Actual/360

16 July, 2001July 2040UK Listing Authority and LondonStock ExchangeAAA/Aaa/AAA

N/A

€24,000,000Subordination of the class M notes,the class C notes, the class D notesand the reserve funds

Three-month EURIBOR H0.40% p.a.July 2006

0.80% p.a.N/ANil

margin

€50,000,000Subordination of the class D notesand the reserve funds

Three-month EURIBOR + margin1.50% p.a.July 2006

2.50% p.a.N/ANil

Actual/360 Actual/360Quarterly in arrear on the interest payment dates falling in January, April,July and October of each year16 July, 2001July 2040UK Listing Authority and LondonStock ExchangeAA/Aa3/AA

N/A

16 July, 2001July 2040UK Listing Authority and LondonStock ExchangeBBB/Baa2/BBB

N/A

Class of previous notes issued by Holmes Financing (No. 4) PLC

Principal amount:Credit enhancement:

Interest rate:

Margin:Until interest payment datefalling in:And thereafter:Scheduled redemption date(s):

Outstanding balance at lastpayment date:Interest accrual method:

Interest payment dates:

First interest payment date:

Final maturity date:Listing:

Ratings as at date of issue(S&P/Moody's/Fitch):Current ratings (whererelevant) (S&P/Moody's/Fitch):

Series 1 class A*

$1,050,000,000Subordination ofthe class Bnotes, the classM notes, theclass C notesand the class Dnotes and thereserve fundsThree-monthUSD- LIBOR +margin

0.1 9% p.a.July 2006

0.38% p.a.October 2003,January 2004,April 2004, July2004Nil

Actual/360

Series 1 class B*

$36,500,000Subordination ofthe class Mnotes, the classC notes, and theclass D notesand the reservefunds

Three-monthUSD- LIBOR +margin

0.39% p.a.July 2006

0.78% p.a.N/A

Nil

Actual/360

Series 1 class C*

$54,500,000Subordination ofthe class Dnotes and thereserve funds

Three-monthUSD- LIBOR +margin

1.20% p.a.July 2006

2.20% p.a.N/A

Nil

Actual/360

Series 2 class A*

€800,000,000Subordination ofthe class Bnotes, the classM notes, theclass C notesand the class Dnotes and thereserve funds5.05% until theinterest paymentdate in July2006 and thenthree-monthEURIBOR +marginN/AJuly 2006

0.48% p.a.July 2006

Nil

Actual/Actual

Series 2 class B*

€35,800,000Subordination ofthe class Mnotes, the classC notes and theclass D notesand the reservefunds

Three-monthEURIBOR +margin

0.40% p.a.July 2006

0.80% p.a.N/A

Nil

Actual/360

Series 2 class C*

€53,800,000Subordination ofthe class Dnotes and thereserve funds

Three-monthEURIBOR +margin

1.45% p.a.July 2006

2.45% p.a.N/A

Nil

Actual/360(ISMA) until theinterest paymentdate in July2006 and thenActual/360

For all of these previous notes (other than the series 2 class A previous notes), quarterly in arrear on the interestpayment dates falling in January, April, July and October of each year. For the series 2 class A previous notes, until (andincluding) the ¡nterest payment date falling ¡n July 2006, ¡nterest will be payable annually ¡n arrear on the 15th day ¡n Julyof each year (subject to payment being made on business days). If a trigger event occurs or the previous Financingsecurity is enforced prior to the ¡nterest payment date falling ¡n July 2006, principal and ¡nterest amounts due andpayable on the series 2 class A previous notes will be payable quarterly in arrear on the interest payment dates falling ¡nJanuary, April, July and October of each year. After the ¡nterest payment date falling in July 2006, interest and principalon the series 2 class A previous notes will be payable quarterly ¡n arrear on the interest payment dates falling ¡nJanuary, April, July and October of each year.15 October,2001July 201 5UK ListingAuthority andLondon StockExchangeAAA/Aaa/AAA

15 October,2001July 2040UK ListingAuthority andLondon StockExchangeAA/Aa3/AA

15 October,2001July 2040UK ListingAuthority andLondon StockExchangeBBB/Baa2/BBB

15 July, 2002

July 2008UK ListingAuthority andLondon StockExchangeAAA/Aaa/AAA

15 October,2001July 2040UK ListingAuthority andLondon StockExchangeAA/Aa3/AA

15 October,2001July 2040UK ListingAuthority andLondon StockExchangeBBB/Baa2/BBB

N/A N/A N/A N/A N/A N/A

Class of previous notes issued by Holmes Financing (No. 4) PLC

Principal amount:Credit enhancement:

Interest rate:

Margin:Until ¡nterest payment date fallingin:And thereafter:Scheduled redemption date:Outstanding balance at lastpayment date:Interest accrual method:Interest payment dates:

First ¡nterest payment date:

Final maturity date:Listing:

Ratings as at date of issue(S&P/Moody's/Fitch):Current ratings (where relevant)(S&P/Moody's/Fitch):

Series 3 classA1*

£550,000,000Subordinationof the class Bnotes, theclass Mnotes, theclass C notesand the classD notes andthe reservefundsThree-monthsterlingLIBOR +margin

0.23% p.a.July 2006

0.46% p.a.N/ANil

Actual/365

Series 3 classA2*

$410,000,000Subordinationof the class Bnotes, theclass Mnotes, theclass C notesand the classD notes andthe reservefundsThree-monthUSD-LIBOR +margin

0.23% p.a.July 2006

0.46% p.a.N/ANil

Actual/360

Series 3 classB*

$34,500,000Subordinationof the class Mnotes, theclass C notesand the classD notes andthe reservefunds

Three-monthUSD-LIBOR+ margin

0.44% p.a.July 2006

0.88% p.a.N/ANil

Actual/360

Series 3 classC*

$49,500,000Subordinationof the class Dnotes and thereserve funds

Three-monthUSD-LIBOR +margin

1.30% p.a.July 2006

2.30% p.a.N/ANil

Actual/360

Series 3class D1*

£30,000,000The reservefunds

Three-monthsterlingLIBOR +margin4.75% p.a.July 2006

5.75% p.a.N/ANil

Actual/365

Series 3class D2*

€27,000,000The reservefunds

Three-monthEURIBOR +margin

4.50% p.a.July 2006

5.50% p.a.N/ANil

Actual/360

Series 3class D3*

$5,000,000Thereservefunds

Three-monthUSD-LIBOR +margin4.50% p.a.July 2006

5.50% p.a.N/ANil

Actual/360For all of these previous notes, quarterly ¡n arrear on the ¡nterest payment dates falling in January,April, July and October of each year15 October,2001

July 2040UK ListingAuthority andLondon StockExchange

AAA/Aaa/AAA

N/A

15 October,2001

July 2040UK ListingAuthority andLondon StockExchange

AAA/Aaa/AAA

N/A

15 October,2001

July 2040UK ListingAuthority andLondon StockExchange

AA/Aa3/AA

N/A

15 October,2001

July 2040UK ListingAuthority andLondon StockExchange

BBB/Baa2/BBB

N/A

15 October,2001

July 2040UK ListingAuthorityand LondonStockExchange

BB/Ba2/BB

N/A

15 October,2001

July 2040UK ListingAuthorityand LondonStockExchange

BB/Ba2/BB

N/A

15October,2001July 2040UK ListingAuthorityandLondonStockExchangeBB/Ba2/BB

N/A

Class of previous notes issued by Holmes Financing (No. 4) PLC

Principal amount:Credit enhancement:

Interest rate:

Margin:Until ¡nterest payment date falling in:And thereafter:Scheduled redemption date:Outstanding balance at last paymentdate:Interest accrual method:

Interest payment dates:

First ¡nterest payment date:Final maturity date:Listing:

Ratings as at date of issue(S&P/Moody's/Fitch):Current ratings(where relevant)(S&P/Moody's/Fitch):

Series 4 class A* Series 4 class B* Series 4 class C*

CHF850,000,000Subordination of the class B notes, theclass M notes, the class C notes and theclass D notes and the reserve funds3.50% until the ¡nterest payment date inOctober 2006 and then three-month CHF-LIBOR + marginN/AOctober 20060.36% p.a.October 2006Nil

30/360 until the ¡nterest payment date ¡nOctober 2006 and then Actual/360

15 October, 2001October 2009SIX Swiss Exchange

AAA/Aaa/AAA

N/A

£11,000,000Subordination of the class M notes, theclass C notes and the class D notes andthe reserve fundsThree-month sterling LIBOR + margin

0.43% p.a.October 20060.86% p.a.N/ANil

Actual/365

£19,000,000Subordination of the class D notes andthe reserve funds

Three-month sterling LIBOR + margin

1.50% p.a.October 20062.50% p.a.N/ANil

Actual/365

For all of these previous notes (other than the series 4 class A previous notes), quarterly¡n arrear on the interest payment dates falling in January, April. July and October ofeach year. For the series 4 class A previous notes, until (and including) the ¡nterestpayment date falling ¡n October 2006, interest will be payable annually ¡n arrear on the15th day in October of each year (subject to payment being made on business days). Ifa trigger event occurs or the Financing security ¡s enforced prior to the ¡nterest paymentdate falling ¡n October 2006, principal and ¡nterest amounts due and payable on theseries 4 class A previous notes will be payable quarterly ¡n arrear on the interestpayment dates falling ¡n January, April, July and October of each year. After the interestpayment date falling ¡n October 2006, interest and principal on the series 4 class Aprevious notes will be payable quarterly ¡n arrear on the interest payment dates falling inJanuary, April, July and October of each year.15 October, 2001 15 October, 2001July 2040 July 2040UK Listing Authority and London Stock UK Listing Authority and London StockExchange ExchangeAA/Aa3/AA BBB/Baa2/BBB

N/A N/A

Class of previous notes issued by Holmes Financing (No. 5) PLC

Principal amount:Credit enhancement:

Interest rate:

Margin:Until interest payment date falling in:And thereafter:Scheduled redemption date(s):

Outstanding balance at last payment date:Interest accrual method:

Interest payment dates:

First ¡nterest payment date:

Final maturity date:Listing:

Ratings as at date of issue (S&P/Moody's/Rtch):Current ratings (where relevant)(S&P/Moody's/Fitch):

Series 1 classA*

$1,000,000,000Subordination ofthe class Bnotes, the classM notes, theclass C notes,the class Dnotes and thereserve fundsOne-monthUSD-LIBOR +margin

0.01% p.a.October 2002N/AJuly 2002 andOctober 2002NilActual/360

Series 1 classB*

$35,000,000Subordination ofthe class Mnotes, the classC notes, theclass D notesand the reservefunds

Three-monthUSD-LIBOR +margin

0.35% p.a.October 20060.70% p.a.N/A

NilActual/360

Series 1 classC*

$52,000,000Subordination ofthe class Dnotes and thereserve funds

Three-monthUSD-LIBOR +margin

1.35% p.a.October 20062.35% p.a.N/A

NilActual/360

Series 2 classA1*

$750,000,000Subordination ofthe class Bnotes, the classM notes, theclass C notes,the class Dnotes and thereserve fundsThree-monthUSD-LIBOR +margin

0.20% p.a.October 2006N/AOctober 2004

NilActual/360

Series 2 classA2*

CHF400.000.000Subordination ofthe class B notes.the class M notes,the class C notes,the class D notesand the reservefunds

2.5% p.a. until the¡nterest paymentdate ¡n October2004 and thenthree-month CHFLIBOR + marginN/AOctober 20040.22% p.a.October 2004

Nil30/360 until the

Series 2 classB*

$35,000,000Subordination ofthe class Mnotes, the classC notes, theclass D notesand the reservefunds

Three-monthUSD-LIBOR +margin

0.43% p.a.October 20060.86% p.a.N/A

NilActual/360

¡nterest paymentdate ¡n October2004 and thenActual/360

For the series 1 class A previous notes, monthly ¡n arrear on the ¡nterest payment date falling ¡n each consecutive month. Forthe other series 1 previous notes and for all of the series 2 previous notes (other than the series 2 class A2 previous notes),quarterly in arrear on the interest payment dates falling ¡n January, April. July and October of each year. For the series 2 classA2 previous notes, until (and including) the ¡nterest payment date falling ¡n October 2004, ¡nterest will be payable annually ¡narrear on the 15th day ¡n October of each year (subject to payment being made on business days). If a trigger event occurs orthe previous Rnancing security is enforced prior to the interest payment date falling in October 2002, ¡nterest and principaldue and payable on the series 1 class A previous notes will be payable quarterly ¡n arrear on the interest payment datesfalling ¡n January, April, July and October in 2002, as applicable. If a trigger event occurs or the previous Financing security ¡senforced prior to the ¡nterest payment date falling ¡n October 2004, interest and principal due and payable on the series 2class A2 previous notes will be payable quarterly ¡n arrear on the interest payment dates falling in January, April, July andOctober of each year. After the interest payment date falling ¡n October 2004, ¡nterest and principal on the series 2 class A2previous notes will be payable quarterly in arrear on the interest payment dates falling ¡n January, April, July and October ofeach year.17 December,2001October 2002UK ListingAuthority andLondon StockExchangeA-1+/P-1/F1 +N/A

15 January,2002July 2040UK ListingAuthority andLondon StockExchangeAA/Aa3/AAN/A

15 January,2002July 2040UK ListingAuthority andLondon StockExchangeBBB/Baa2/BBBN/A

15 January,2002October 2006UK ListingAuthority andLondon StockExchangeAAA/Aaa/AAAN/A

15 October, 2002

October 2006SIX SwissExchange

AAA/Aaa/AAAN/A

15 January,2002July 2040UK ListingAuthority andLondon StockExchangeAA/Aa3/AAN/A

Class of previous notes issued by Holmes Financing (No. 5) PLC

Principal amount:Credit enhancement:

Interest rate:

Margin:Until ¡nterest payment datefalling ¡n:And thereafter:Scheduled redemption date(s):Outstanding balance at lastpayment date:Interest accrual method:

Interest payment dates:

Series 2 class C*

$52,000,000Subordination ofthe class D notesand the reservefunds

Three-monthUSD-LIBOR +margin

1.45% p.a.October 2006

2.45% p.a.N/ANil

Series 3 class A1*

€600,000,000Subordination of the classB notes, the class Mnotes, the class C notes,the class D notes and thereserve funds

4.25% p.a. until the¡nterest payment date inOctober 2006 and thenthree-month EURIBOR +marginN/AOctober 2006

0.42% p.a.October 2006Nil

Series 3 class A2*

£500,000,000Subordination of theclass B notes, theclass M notes, theclass C notes, theclass D notes andthe reserve fundsThree-monthsterling LIBOR +margin

0.23% p.a.October 2006

0.46% p.a.N/ANil

Series 3 class B*

€53,000,000Subordination of theclass M notes, theclass C notes, theclass D notes andthe reserve funds

Three-monthEURIBOR + margin

0.40% p.a.October 2006

0.80% p.a.N/ANil

Series 3 class C*

€76,000,000Subordination ofthe class D notesand the reservefunds

Three-monthEURIBOR + margin

1.47% p.a.October 2006

2.47% p.a.N/ANil

Actual/360 Actual/365 Actual/360 Actual/360

First ¡nterest payment date:Final maturity date:Listing:

Ratings as at date of issue(S&P/Moody's/Fitch):Current ratings (whererelevant) (S&P/Moody's/Fitch):

Actual/Actual (ISMA) untilthe ¡nterest payment date¡n October 2006 and thenActual/360

For all of the series 3 previous notes (other than the series 3 class A1 previous notes), quarterly in arrear on the interestpayment dates falling ¡n January, April, July and October of each year. For the series 3 class A1 previous notes, until(and including) the ¡nterest payment date ¡n October 2006, ¡nterest will be payable annually ¡n arrear on the 15th day inOctober of each year (subject to payment being made on business days). If a trigger event occurs or the previousFinancing security ¡s enforced prior to the ¡nterest payment date ¡n October 2006, ¡nterest and principal due and payableon the series 3 class A1 previous notes will be payable quarterly in arrear on the ¡nterest payment dates falling inJanuary, April, July and October of each year. After the interest payment date falling in October 2006, interest andprincipal on the series 3 class A1 previous notes will be payable quarterly in arrear on the interest payment dates falling¡n January, April, July and October of each year.

15 January, 2002July 2040UK Listing Authorityand London StockExchange

15 January, 2002July 2040UK ListingAuthority andLondon StockExchangeBBB/Baa2/BBB

15 October, 2002October 2008UK Listing Authority andLondon Stock Exchange

15 January, 2002July 2040UK Listing Authorityand London StockExchange

15 January, 2002July 2040UK Listing Authorityand London StockExchange

N/A

AAA/Aaa/AAA

N/A

AAA/Aaa/AAA

N/A

AA/Aa3/AA

N/A

BBB/Baa2/BBB

N/A

Class of previous notes issued by Holmes Financing (No. 6) PLC

Principal amount:Credit enhancement:

Interest rate:

Margin:Until ¡nterest payment datefalling ¡n:And thereafter:Scheduled redemptiondate(s):Outstanding balance at lastpayment date:Interest accrual method:Interest payment dates:

First interest payment date:

Final maturity date:Listing:

Ratings as at date of issue(S&P/Moody's/Fltch):Current ratings (whererelevant)(S&P/Moody's/Fitch):

Series 1 class A*

$1,500,000,000Subordination ofthe class Bnotes, the classM notes, theclass C notes,the class Dnotes and thereserve fundsOne-monthUSD-LIBOR +margin0.00% p.a.October 2003

N/AJuly 2003 andOctober 2003Nil

Series 1 class B*

$50,000,000Subordination ofthe class Mnotes, the classC notes, theclass D notesand the reservefunds

Three-monthUSD-LIBOR +margin0.375% p.a.April 2008

0.75% p.a.N/A

Nil

Series 1 class C*

$86,000,000Subordination ofthe class Dnotes and thereserve funds

Three-monthUSD-LIBOR +margin1.35% p.a.April 2008

2.35% p.a.N/A

Nil

Series 2 class A*

$1,250,000,000Subordination ofthe class Bnotes, the classM notes, theclass C notes,the class Dnotes and thereserve fundsThree-monthUSD-LIBOR +margin0.17% p.a.April 2008

N/AApril 2005

Nil

Series 2 class B*

$42,000,000Subordination ofthe class Mnotes, the classC notes, theclass D notesand the reservefunds

Three-monthUSD-LIBOR +margin0.41% p.a.April 2008

0.82% p.a.N/A

Nil

Series 2 class C*

$71,000,000Subordination of theclass D notes andthe reserve funds

Three-month USD-LIBOR + margin

1.45% p.a.April 2008

2.45% p.a.N/A

Nil

Actual/360 Actual/360 Actual/360 Actual/360 Actual/360 Actual/360For the series 1 class A previous notes, monthly in arrear on the interest payment date falling in each consecutive month.For the other series 1 Financing notes and for all of the series 2 previous notes, quarterly ¡n arrear on the interest paymentdates falling ¡n January, April, July and October of each year. If a trigger event occurs or the Financing security is enforcedprior to the ¡nterest payment date falling in October 2003, ¡nterest and principal due and payable on the series 1 class Aprevious notes will be payable quarterly ¡n arrear on the ¡nterest payment dates falling in January, April, July and October,as applicable.15 December,2002October 2003UK ListingAuthority andLondon StockExchangeA-1+/P-1/F1+

15 January,2003July 2040UK ListingAuthority andLondon StockExchangeAA/Aa3/AA

15 January,2003July 2040UK ListingAuthority andLondon StockExchangeBBB/Baa2/BBB

15 January,2003April 2008UK ListingAuthority andLondon StockExchangeAAA/Aaa/AAA

15 January,2003July 2040UK ListingAuthority andLondon StockExchangeAA/Aa3/AA

15 January, 2003

July 2040UK Listing Authorityand London StockExchange

BBB/Baa2/BBB

N/A N/A N/A N/A N/A N/A

Class of previous notes issued by Holmes Financing (No. 6) PLC

Series 3 class A* Series 3 class B* Series 3 class C*

Principal amount:Credit enhancement:

Interest rate:Margin:Until ¡nterest payment date falling¡n:And thereafter:Scheduled redemption date(s):Outstanding balance at lastpayment date:Interest accrual method:Interest payment dates:

First interest payment date:Final maturity date:Listing:

Ratings as at date of issue(S&P/Moody's/Fitch):Current ratings (where relevant)(S&P/Moody's/Fltch):

€1,000,00.0,000Subordination of the class B notes,the class M notes, the class Cnotes, the class D notes and thereserve fundsThree-month EURIBOR + margin0.24% p.a.April 2008

0.48% p.a.April 2007Nil

Actual/360

15 January 2003October 2009UK Listing Authority and LondonStock ExchangeAAA/Aaa/AAA

N/A

€34,000,000Subordination of the class M notes,the class C notes, the class D notesand the reserve funds

Three-month EURIBOR + margin0.50% p.a.April 2008

1.00% p.a.N/ANil

€57,000,000Subordination of the class D notesand the reserve funds

Three-month EURIBOR + margin1.50% p.a.April 2008

2.50% p.a.N/ANil

Actual/360 Actual/360For all of the series 3 previous notes, quarterly in arrear on the interestpayment dates falling in January, April, July and October of each year.15 January, 2003July 2040UK Listing Authority and LondonStock ExchangeAA/Aa3/AA

N/A

15 January, 2003July 2040UK Listing Authority and LondonStock ExchangeBBB/Baa2/BBB

N/A

Class of previous notes issued by Holmes Financing (No. 6) PLC

Series 4 class A1 Series 4 class A2* Series 4 class B* Series 4 class C*

Principal amount:Credit enhancement:

Interest rate:

Margin:Until ¡nterest payment date falling ¡n:And thereafter:Scheduled redemption date(s):Outstanding balance at last payment date:Interest accrual method:

Interest payment dates:

First interest payment date:Final maturity date:Listing:

Ratings as at date of Issue(S&P/Moody's/Fitch):Current ratings (where relevant)(S&P/Moody's/Fitch):

$1,000,000,000Subordination of theclass B notes, the classM notes, the class Cnotes, the class Dnotes and the reservefundsThree-month USD-LIBOR + margin

CHF300,000,000Subordination of theclass B notes, the classM notes, the class Cnotes, the class Dnotes and the reservefunds2.50% p.a. until the¡nterest payment date¡n October 2007 andthen three-month CHF-LIBOR + margin

0.24% p.a. N/AApril 2008 October 20070.48% p.a. 0.35% p.a.October 2007 October 2007Nil NilActual/360 30/360 until the ¡nterest

payment date inOctober 2007 and thenActual/360

For the series 4 previous notes (other than the series 4 class A2 previous notes), quarterly ¡n arrear on theinterest payment dates falling ¡n January, April, July and October of each year. For the series 4 class A2previous notes, until (and including) the interest payment date falling ¡n October 2007 interest will bepayable annually ¡n arrear on the 15th day ¡n October of each year (subject to payment being made onbusiness days). If a trigger event occurs or the Financing security ¡s enforced prior to the interest paymentdate falling ¡n October 2007, ¡nterest and principal due and payable on the series 4 class A2 previousnotes will be payable quarterly ¡n arrear on the interest payment dates falling in January, April, July andOctober of each year. After the interest payment date falling ¡n October 2007 interest and principal on theseries 4 class A2 previous notes will be payable quarterly ¡n arrear on the ¡nterest payment dates falling ¡nJanuary, April, July and October of each year.

$40,000,000Subordination of theclass M notes, theclass C notes, the classD notes and thereserve funds

Three-month USD-LIBOR + margin

0.52% p.a.April 20081.04% p.a.N/ANilActual/360

$69,000,000Subordination of theclass D notes and thereserve funds

Three-month USD-LIBOR + margin

1.55% p.a.April 20082.55% p.a.N/ANilActual/360

15 January, 2003October 2009UK Listing Authorityand London StockExchangeAAA/Aaa/AAA

N/A

15 October, 2003October 2009SIX Swiss Exchange

AAA/Aaa/AAA

N/A

15 January, 2003July 2040UK Listing Authorityand London StockExchangeAA/Aa3/AA

N/A

15 January, 2003July 2040UK Listing Authorityand London StockExchangeBBB/Baa2/BBB

N/A

Class of previous notes issued by Holmes Financing (No. 6) PLC

Principal amount:Credit enhancement:

Interest rate:

Margin:Until interest payment date falling in:And thereafter:Scheduled redemption date(s):Outstanding balance at last payment date:Interest accrual method:Interest payment dates:

First interest payment date:Final maturity date:Listing:

Ratings as at date of issue(S&P/Moody's/Fitch):Current ratings (where relevant)(S&P/Moody's/Fitch):

Series 5 class A*

£500,000,000Subordination of the classB notes, the class M notes,the class C notes, theclass D notes and thereserve fundsThree-month sterling-LlBOR + margin0.24% p.a.April 20080.48% p.a.N/ANilActual/365

Series 5 class B*

£17,000,000Subordination of the classM notes, the class C notes,the class D notes and thereserve funds

Three-month sterllng-LIBOR + margin0.52% p.a.April 20081.04% p.a.N/ANilActual/365

Series 5 class C*

£29,000,000Subordination of the classD notes and the reservefunds

Three-month sterling-LlBOR + margin1.55% p.a.April 20082.55% p.a.N/ANilActual/365

For ail of the series 5 previous notes, quarterly in arrear on the interest payment datesfalling ¡n January, April, July and October of each year.15 January, 2003July 2040UK Listing Authority andLondon Stock ExchangeAAA/Aaa/AAA

N/A

15 January, 2003July 2040UK Listing Authority andLondon Stock ExchangeAA/Aa3/AA

N/A

15 January, 2003July 2040UK Listing Authority andLondon Stock ExchangeBBB/Baa2/BBB

N/A

Class of previous notes issued by Holmes Financing (No. 7) PLC

Principal amount:Credit enhancement:

Interest rate:

Margin:

Until interest payment date falling ¡n:And thereafter:Scheduled redemption date(s):

Outstanding balance at last payment date:Interest accrual method:Interest payment dates:

First ¡nterest payment date:Final maturity date:Listing:

Ratings as at date of issue(S&P/Moody's/Fltch):Current ratings (where relevant)(S&P/Moody's/Fitch):

Series 1 classA*

$750,000,000Subordinationof the class Bnotes, theclass Mnotes, theclass Cnotes, theclass D notesand thereserve fundsOne-monthUSD-LIBOR+ marginMinus 0.04%p.a.April 2004N/AJanuary 2004and April2004NilActual/360

Series 1 classB*

$22,500,000Subordinationof the class Mnotes, theclass Cnotes, theclass D notesand thereserve funds

Three-monthUSD-LIBOR+ margin0.23% p.a.

April 20080.46% p.a.N/A

NilActual/360

Series 1 classM*

$38,250,000Subordinationof the class Cnotes, theclass D notesand thereserve funds

Three-monthUSD-LIBOR+ margin0.75% p.a.

April 20081.50% p.a.January 2006

NilActual/360

Series 2 class A*

$1,250,000,000Subordinationof the class Bnotes, the classM notes theclass C notes,the class Dnotes and thereserve funds

Three-monthUSD-LIBOR +margin0.15% p.a.

January 2008N/AN/A

NilActual/360

Series 2 classB*

$37,500,000Subordinationof the class Mnotes, theclass Cnotes, theclass D notesand thereserve funds

Three-monthUSD-LIBOR+ margin0.35% p.a.

April 20080.70% p.a.N/A

NilActual/360

Series 2 classM*

$63,750,000Subordinationof the class Cnotes, theclass D notesand thereserve funds

Three-monthUSD-LIBOR+ margin0.80% p.a.

April 20081.60% p.a.N/A

NilActual/360

For the series 1 class A notes, monthly in arrear on the interest payment date falling ¡n eachconsecutive month. For the other series 1 notes and for all of the series 2 notes, quarterly ¡n arrear onthe interest payment dates falling ¡n January, April, July and October of each year. If a trigger eventoccurs or the Financing security is enforced prior to the interest payment date falling ¡n April 2004,interest and principal due and payable on the series 1 class A notes will be payable quarterly in arrearon the interest payment dates falling in January, April, July and October, as applicable.15 April, 2003April 2004UK ListingAuthority andLondon StockExchange

A-1+/P-1/F1+

N/A

15 July, 2003July 2040UK ListingAuthority andLondon StockExchange

AA/Aa3/AA

N/A

15 July, 2003July 2040UK ListingAuthority andLondon StockExchange

A/A2/A

N/A

15 July, 2003January 2008UK ListingAuthority andLondon StockExchange

AAA/Aaa/AAA

N/A

15 July, 2003July 2040UK ListingAuthority andLondonStockExchangeAA/Aa3/AA

N/A

15 July, 2003July 2040UK ListingAuthority andLondon StockExchange

A/A2/A

N/A

Class of previous notes issued by Holmes Financing (No. 7) PLC

Series 3 class A* Series 3 class B* Series 3 class M*

Principal amount:Credit enhancement:

Interest rate:

Margin:Until interest payment date fallingin:And thereafter:Scheduled redemption date(s):Outstanding balance at lastpayment date:Interest accrual method:Interest payment dates:

First ¡nterest payment date:Final maturity date:Listing:

Ratings as at date of issue(S&P/Moody's/Fitch):Current ratings (where relevant)(S&P/Moody's/Fitch):

$500,000,000Subordination of the class B notes,the class M notes, the class Cnotes, the class D notes and thereserve fundsThree-month USD-LIBOR + margin

0.23% p.a.April 2008

0.46% p.a.January 2007 and April 2007Nil

Actual/360

15 July, 2003July 2020UK Listing Authority and LondonStock ExchangeAAA/Aaa/AAA

N/A

£15,000,000Subordination of the class M notes,class C notes, class D notes andthe reserve funds

Three-month sterling-LIBOR +margin0.50% p.a.April 2008

1.00% p.a.N/ANil

£20,000,000Subordination of the class C notes,the class D notes and the reservefunds

Three-month sterllng-LIBOR +margin0.80% p.a.April 2008

1.60% p.a.N/ANil

Actual/365 Actual/365For all of the series 3 notes, quarterly ¡n arrear on the interest paymentdates falling in January, April, July and October of each year.15 July, 2003July 2040UK Listing Authority and LondonStock ExchangeAA/Aa3/AA

N/A

15 July, 2003July 2040UK Listing Authority and LondonStock ExchangeA/A2/A

N/A

Class of previous notes issued by Holmes Financing (No. 7) PLC

Principal amount:Credit enhancement:

Interest rate:

Margin:Until ¡nterest payment date falling in:And thereafter:Scheduled redemption date(s):Outstanding balance at last paymentdate:Interest accrual method:Interest payment dates:

First ¡nterest payment date:Final maturity date:Listing:

Ratings as at date of issue(S&P/Moody's/Fitch):Current ratings (where relevant)(S&P/Moody's/Fltch):

Series 4 class A1*

€500,000,000Subordination ofthe class B notes,the class M notes,the class C notes,the class D notesand the reservefundsThree-monthEURIBOR +margin0.26% p.a.April 20080.52% p.a.N/ANil

Actual/360

Series 4 class A2*

£250,000,000Subordination of the classB notes, the class M notes,the class C notes, the classD notes and the reservefunds

Three-month sterllng-LIBOR + margin

0.26% p.a.April 20080.52% p.a.N/ANil

Actual/365

Series 4 class B*

€41,000,000Subordination of the classM notes, the class C notes,the class D notes and thereserve funds

Three-month EURIBOR +margin

0.53% p.a.April 20081.06% p.a.N/ANil

Actual/360

Series 4 class M*

€56,000,000Subordination of the classC notes, the class D notesand the reserve funds

Three-month EURIBOR +margin

0.80% p.a.April 20081.60% p.a.N/ANil

Actual/360For all of the series 4 notes, quarterly ¡n arrear on the interest payment dates falling ¡n January, April, July andOctober of each year.15 July, 2003July 2040UK ListingAuthority andLondon StockExchangeAAA/Aaa/AAA

N/A

15 July, 2003July 2040UK Listing Authority andLondon Stock Exchange

AAA/Aaa/AAA

N/A

15 July, 2003July 2040UK Listing Authority andLondon Stock Exchange

AA/Aa3/AA

N/A

15 July, 2003July 2040UK Listing Authority andLondon Stock Exchange

A/A2/A

N/A

Class of previous notes issued by Holmes Financing (No. 8) PLC

Principal amount:Credit enhancement:

Interest rate:

Margin:

Until ¡nterest payment date falling in:And thereafter:Scheduled redemption date(s):Outstanding balance at last paymentdate:Interest accrual method:Interest payment dates:

First ¡nterest payment date:Final maturity date:Listing:

Ratings as at date of issue(S&P/Moody's/Fitch):Current ratings (where relevant)(S&P/Moody's/Fitch):

Series 1 class A*

$1,850,000,000Subordinationof the class Bnotes, the classM notes, theclass C notes,the class Dnotes and thereserve fundsOne-monthUSD- LIBOR +marginMinus 0.05%p.a.April 2005N/AApril 2005Nil

Series 1 class B*

$62,900,000Subordinationof the class Mnotes, the classC notes, theclass D notesand the reservefunds

Three-monthUSD-LIBOR +margin0.13% p.a.

January 20090.26% p.a.N/ANil

Series 1 class C*

$107,300,000Subordinationof the class Dnotes and thereserve funds

Three-monthUSD-LIBOR +margin0.62% p.a.

January 20091.62% p.a.N/ANil

Series 2 class A*

$1,500,000,000Subordinationof the class Bnotes, the classM notes, theclass C notes,the class Dnotes and thereserve fundsThree-monthUSD-LIBOR +margin0.08% p.a.

January 20090.1 6% p.a.January 2007Nil

Series 2 class B*

$51,000,000Subordinationof the class Mnotes, the classC notes, theclass D notesand the reservefunds

Three-monthUSD-LIBOR +margin0.1 7% p.a.

January 20090.34% p.a.N/ANil

Series 2 class C*

$87,000,000Subordinationof the class Dnotes and thereserve funds

Three-monthUSD-LIBOR +margin0.72% p.a.

January 20091.72% p.a.N/ANil

Actual/360 Actual/360 Actual/360 Actual/360 Actual/360 Actual/360For the series 1 class A notes, monthly in arrear starting with the interest payment date falling ¡n May 2004 andthen on the interest payment date falling in each consecutive month. For the other series 1 notes and for all of theseries 2 notes, quarterly ¡n arrear on the interest payment dates falling ¡n January, April, July and October of eachyear. If a trigger event occurs or the Financing security ¡s enforced prior to the interest payment date falling ¡nApril 2005, ¡nterest and principal due and payable on the series 1 class A notes will be payable quarterly ¡n arrearon the ¡nterest payment dates falling in January, April, July and October, as applicable.17 May, 2004 15 July, 2004 15 July, 2004 15 July, 2004 15 July, 2004 15 July, 2004April 2005 July 2040 July 2040 April 2011 July 2040 July 2040UK Listing UK Listing UK Listing UK Listing UK Listing UK ListingAuthority and Authority and Authority and Authority and Authority and Authority andLondon Stock London Stock London Stock London Stock London Stock London StockExchange Exchange Exchange Exchange Exchange ExchangeA-1+/P-1/F1+ AA/Aa3/AA BBB/Baa2/BBB AAA/Aaa/AAA AA/Aa3/AA BBB/Baa2/BBB

N/A N/A N/A N/A N/A N/A

Class of previous notes issued by Holmes Financing (No. 8) PLC

Principal amount:Credit enhancement:

Interest rate:Margin:Until interest payment date falling in:And thereafter:Scheduled redemption date(s):Outstanding balance at last paymentdate:Interest accrual method:Interest payment dates:

First interest payment date:Final maturity date:Listing:

Ratings as at date of issue(S&P/Moody's/Fitch):Current ratings (where relevant)(S&P/Moody's/Fitch):

Series 3 class A*

€990,000,000Subordination of the class B notes, theclass M notes, the class C notes, theclass D notes and the reserve fundsThree-month EURIBOR + margin0.1 5% p.a.January 20090.30% p.a.April 2008, July 2008 and October 2008Nil

Series 3 class B*

€34,000,000Subordination of the class M notes, theclass C notes, the class D notes and thereserve fundsThree-month EURIBOR + margin0.27% p.a.January 20090.54% p.a.N/ANil

Series 3 class C*

€57,500,000Subordination of the class D notes andthe reserve funds

Three-month EURIBOR + margin0.85% p.a.January 20091.85% p.a.N/ANil

Actual/360

15 July, 2004April 2020UK Listing Authority and London StockExchangeAAA/Aaa/AAA

N/A

Actual/360 Actual/360For all of the series 3 notes, quarterly in arrear on the ¡nterest payment dates falling inJanuary, April, July and October of each year.15 July, 2004 15 July, 2004July 2040 July 2040UK Listing Authority and London Stock UK Listing Authority and London StockExchange ExchangeAA/Aa3/AA BBB/Baa2/BBB

N/A N/A

Class of previous notes issued by Holmes Financing (No. 8) PLCClass of notes Series 4 class A1 Series 4 class A2 Series 4 class B Series 4 class C

Principal amount:Credit enhancement:

Interest rate:

Margin:Until ¡nterest payment date fallingin:And thereafter:Scheduled redemption date(s):Outstanding balance at lastpayment date:Interest accrual method:Interest payment dates:

First interest payment date:Final maturity date:Listing:

Ratings as at date of issue(S&P/Moody's/Fitch):Current ratings(where relevant)(S&P/Moody's/Fitch):

£900,000,000Subordination of the classB notes, the class Mnotes, the class C notes,the class D notes and thereserve fundsThree-month sterling-LlBOR + margin0.15% p.a.January 2009

0.30% p.a.N/A£900,000,000

Actual/365For all of the series 4 notes,October of each year.15 July, 2004July 2040UK Listing Authority andLondon Stock ExchangeAAA/Aaa/AAA

AAA/Aaa/AAA

£39,900,000Subordination of the classM notes, the class Cnotes, the class D notesand the reserve funds

£68,000,000Subordination of the classD notes and the reservefunds

$500,000,000Subordination of the classB notes, the class Mnotes, the class C notes,the class D notes and thereserve fundsThree-month USD-LIBOR+ margin0.14% p.a.January 2009

0.28% p.a.N/A$500,000,000

Actual/360 Actual/365 Actual/365quarterly in arrear on the interest payment dates falling in January, April, July and

Three-month sterling -LIBOR + margin0.30% p.a.January 2009

0.60% p.a.N/A£39,900,000

Three-month sterlingLIBOR + margin0.90% p.a.January 2009

1.90% p.a.N/A£68,000,000

15 July, 2004July 2040UK Listing Authority andLondon Stock ExchangeAAA/Aaa/AAA

AAA/Aaa/AAA

15 July, 2004July 2040UK Listing Authority andLondon Stock ExchangeAA/Aa3/AA

AA/Aa3/AA

15 July, 2004July 2040UK Listing Authority andLondon Stock ExchangeBBB/Baa2/BBB

BBB/Baa2/BBB

Class of previous notes issued by Holmes Financing (No. 9) PLC

Principal amount:Credit enhancement:

Interest rate:

Margin:

Until ¡nterest payment date falling ¡n:And thereafter:Scheduled redemption date(s):

Outstanding balance at last payment date:Interest accrual method:Interest payment dates:

First interest payment date:

Final maturity date:Listing:

Ratings as at date of issue(S&P/ Moody's/Fltch):Current ratings (where relevant) (S&P/Moody's/Fltch):

Series 1 class A*

$1,740,000,000Subordination ofthe class Bnotes, the classM notes, theclass C notes,the class Dnotes and thereserve fundsOne-monthUSD- LIBOR +marginMinus 0.03%p.a.December 2006N/ADecember 2006

NilActual/360

Series 2 class A*

$2,175,000,000Subordination ofthe class Bnotes, the classM notes, theclass C notes,the class Dnotes and thereserve fundsThree-monthUSD-LIBOR +margin0.06% p.a.

October 20100.12% p.a.October 2008

NilActual/360

Series 3 class A1

€740,000,000Subordination ofthe class Bnotes, the classM notes, theclass C notes,the class Dnotes and thereserve fundsThree-monthEURIBOR +margin0.10% p.a.

October 20100.20% p.a.January 2010and April 2010€740,000,000Actual/360

Series 3 class A2

£400,000,000Subordination ofthe class Bnotes, the classM notes, theclass C notes,the class Dnotes and thereserve fundsThree-monthsterling LIBOR+ margin0.09% p.a.

October 20100.1 8% p.a.January 2010and April 2010£400,000,000Actual/365

Series 4 class A

£600,000,000Subordination ofthe class Bnotes, the classM notes, theclass C notes,the class Dnotes and thereserve fundsThree-monthsterling LIBOR+ margin0.09% p.a.

October 20100.1 8% p.a.July 2010

£600,000,000Actual/365

For the series 1 class A Financing notes, monthly ¡n arrear starting with the ¡nterest payment datefalling in January 2006 and then on the interest payment date falling in each consecutive month.For the series 2 class A Financing notes, series 3 class A Financing notes and series 4 class AFinancing notes, quarterly ¡n arrear on the interest payment dates falling in January, April, Julyand October of each year. If a trigger event occurs or the Financing security is enforced prior tothe ¡nterest payment date falling ¡n December 2006, ¡nterest and principal due and payable on theseries 1 Financing notes will be payable ¡n arrear on the ¡nterest payment dates falling ¡n April,July, October and December 2006 as applicable.17 January2006December 2006UK ListingAuthority andLondon StockExchangeA-1 +/P 1/F1 +

N/A

18 April 2006

July 2013UK ListingAuthority andLondon StockExchangeAAA/Aaa/AAA

N/A

18 April 2006

January 2021UK ListingAuthority andLondon StockExchangeAAA/Aaa/AAA

AAA/Aaa/AAA

18 April 2006

January 2021UK ListingAuthority andLondon StockExchangeAAA/Aaa/AAA

AAA/Aaa/AAA

18 April 2006

January 2016UK ListingAuthority andLondon StockExchangeAAA/Aaa/AAA

AAA/Aaa/AAA

Class of previous notes issued by Holmes Financing (No. 10) PLC

Principal amount:Credit enhancement:

Interest rate:

Margin:

Until ¡nterest payment datefalling ¡n:And thereafter:Scheduled redemption date(s)and amounts:

Designation of correspondingterm advance:

Outstanding balance at lastpayment date:Interest accrual method:Interest payment dates:

First interest payment date:

Final maturity date:Listing:

Ratings as at the date of issue(S&P/Moody's/Fitch):Current ratings (where relevant)(S&P/Moody's/Fltch):

Series 1 class A*

$1,260,000,000Subordination ofthe class Bnotes, the classM notes, theclass C notes,the class Dnotes and thereserve fundsOne-monthUSD-LIBOR +marginMinus 0.03%p.a.October 2010

N/AJuly 2007,$1,260,000,000

Series 1 class B*

$47,000,000Subordination ofthe class Mnotes, the classC notes, theclass D notes,and the reservefunds

Three-monthUSD-LIBOR +margin0.08% p.a.

October 2010

0.1 6% p.a.N/A

Series 1 class C*

$47,000,000Subordination ofthe class Dnotes and thereserve funds

Three-monthUSD-LIBOR +margin0.27% p.a.

October 2010

0.54% p.a.N/A

Series 2 class A*

$1,440,000,000Subordination ofthe class Bnotes, the classM notes, theclass C notes,the class Dnotes and thereserve fundsThree-monthUSD-LIBOR +margin0.03% p.a.

October 2010

0.06% p.a.April 2008 andJuly 2008,

Series 2 class B*

$55,000,000Subordination ofthe class Mnotes the classC notes, theclass D notesand the reservefunds

Three-monthUSD-LIBOR +margin0.09% p.a.

October 2010

0.1 8% p.a.N/A

Series 2 class C*

$55,000,000Subordination ofthe class Dnotes and thereserve funds

Three-monthUSD-LIBOR +margin0.35% p.a.

October 2010

0.70% p.a.N/A

$720,000,000and$720,000,000

Bullet Pass-through Pass-through Scheduled Pass-through Pass-throughamortisation

See "Overview of the issuing entity notes — Scheduled redemption notes", "Overview of the issuing entity notes- Bullet redemption notes", "Overview of the issuing entity notes - Pass-through notes" and "The masterintercompany loan agreement" for a description of the timing of principal payments on the notes, cash accumulationperiods relating to bullet term advances, scheduled amortisation instalments and pass-through notes.

Nil Nil Nil Nil Nil Nil

Actual/360 Actual/360 Actual/360 Actual/360 Actual/360 Actual/360For the series 1 class A previous notes, monthly ¡n arrear starting with the ¡nterest payment date falling ¡n September2006 and then on the ¡nterest payment date falling ¡n each consecutive month. For the other series 1 previous notesand for all of the series 2 previous notes, quarterly in arrear on the ¡nterest payment dates falling ¡n January, April, Julyand October of each year. If a trigger event occurs or the issuing entity security is enforced prior to the ¡nterestpayment date falling in June 2007, interest and principal due and payable on the series 1 class A previous notes will bepayable quarterly in arrear on the ¡nterest payment dates falling in January, April, July and October, as applicable.15 September2006July 2007UK ListingAuthority andLondon StockExchangeA-1+/P-1/F1+

16 October2006July 2040UK ListingAuthority andLondon StockExchangeAA/Aa3/AA

16 October2006July 2040UK ListingAuthority andLondon StockExchangeBBB/Baa2/BBB

16 October2006January 2021UK ListingAuthority andLondon StockExchangeAAA/Aaa/AAA

16 October2006July 2040UK ListingAuthority andLondon StockExchangeAA/Aa3/AA

16 October2006July 2040UK ListingAuthority andLondon StockExchangeBBB/Baa2/BBB

N/A N/A N/A N/A N/A N/A

Class of previous notes issued by Holmes Financing (No. 10) PLC

Principal amount:Credit enhancement:

Interest rate:

Margin:Until interest paymentdatefalling ¡n:And thereafter:Scheduled redemptiondate(s) and amounts:

Designation ofcorresponding termadvance:

Outstanding balance atlast payment date:Interest accrual method:Interest payment dates:

First interest paymentdate:Final maturity date:Listing:

Ratings as at the date ofissue(S&P/Moody's/Fltch):Current ratings (whererelevant)(S&P/Moody's/Fitch):

Series 3 classA

€1,000,000,000Subordinationof the class Bnotes, the classM notes, theclass C notes,the class Dnotes and thereserve funds

Three-monthEURIBOR +margin

0.07% p.a.October 2010

0.1 4% p.a.April 2009 andJuly 2009,€500,000,000and€500,000,000Scheduledamortisation

Series 3 classB1

€37,000,000Subordinationof the class Mnotes, theclass Cnotes, theclass D notesand thereserve funds

Three-monthEURIBOR +margin

0.12% p.a.October 2010

0.24% p.a.N/A

Pass-through

Series 3 classB2

£27,500,000Subordinationthe class Mnotes, theclass Cnotes, theclass Dnotes, andthe reservefundsThree-monthsterlingLIBOR +margin0.12% p.a.October 2010

0.24% p.a.N/A

Pass-through

Series 3 classM1

€34,000,000Subordinationof the class Cnotes, theclass D notesand thereserve funds

Three-monthEURIBOR +margin

0.20% p.a.October 2010

0.40% p.a.N/A

Pass-through

Series 3 classM2

£20,000,000Subordinationof the class Cnotes, theclass D notesand thereserve funds

Three-monthsterlingLIBOR +margin0.20% p.a.October 2010

0.40% p.a.N/A

Pass-through

Series 3 classC1

€52,500,000Subordinationof the class Dnotes and thereserve funds

Three-monthEURIBOR +margin

0.40% p.a.October 2010

0.80% p.a.N/A

Pass-through

Series 3 classC2

£22,000,000Subordinationof the class Dnotes and thereserve funds

Three-monthsterling LIBOR+ margin

0.40% p.a.October 2010

0.80% p.a.N/A

Pass-through

See "Overview of the issuing entity notes — Scheduled redemption notes", "Overview of the issuing entity notes —Pass-through notes" and "The master intercompany loan agreement" for a description of the timing of principalpayments on the notes, scheduled amortisation instalments and pass-through notes.€1,000,000,000 €37,000,000 £27,500,000 €34,000,000 £20,000,000 €52,500,000 £22,000,000

Actual/360 Actual/360For all the series 3 previous notes,October of each year.16 October2006July 2021UK ListingAuthority andLondon StockExchangeAAA/Aaa/AAA

AAA/Aaa/AAA AA/Aa3/AA

Actual/365 Actual/360 Actual/365 Actual/360 Actual/365quarterly ¡n arrear on the interest payment dates falling ¡n January, April, July and

16 October2006July 2040UK ListingAuthority andLondon StockExchangeAA/Aa3/AA

16 October2006July 2040UK ListingAuthority andLondon StockExchangeAA/Aa3/AA

16 October2006January 2021UK ListingAuthority andLondon StockExchangeA/A2/A

16 October2006July 2040UK ListingAuthority andLondon StockExchangeA/A2/A

16 October2006July 2040UK ListingAuthority andLondon StockExchangeBBB/Baa2/BBB

16 October2006July 2040UK ListingAuthority andLondon StockExchangeBBB/Baa2/BBB

AA/Aa3/AA A/A2/A A/A2/A BBB/Baa2/BBB BBB/Baa2/BBB

Class of previous notes issued by Holmes Financing (No. 10) PLCSeries 4 class A1 Series 4 class A2

Principal amount:Credit enhancement:

Interest rate:Margin:Until interest payment date falling in:And thereafter:Scheduled redemption date(s) and amounts:Designation of corresponding term advance:

Outstanding balance at last payment date:Interest accrual method:Interest payment dates:

First interest payment date:Final maturity date:Listing:

Ratings as at the date of Issue(S&P/Moody's/Fitch):Current ratings (where relevant)(S&P/Moody's/Fitch):

$1,440,000,000Subordination of the class B notes, the class Mnotes, the class C notes, the class D notes andthe reserve fundsThree-month USD - LIBOR + margin0.08% p.a.October 20100.16% p.a.N/APass-through

£750,000,000Subordination of the class B notes, the class Mnotes, the class C notes, the class D notes andthe reserve fundsThree-month sterllng-LIBOR + margin0.09% p.a.October 20100.18% p.a.N/APass-through

See "Overview of the issuing entity notes - Pass-through notes" and "The masterintercompany loan agreement" for a description of the timing of principal payments relating to pass-through notes and pass-through term advances.

£750,000,000Actual/365

$1,440,000,000Actual/360For all the series 4 previous notes, quarterly ¡narrear on the interest payment dates falling inJanuary, April, July and October of each year.16 October 2006July 2040UK Listing Authority and London Stock Exchange

AAA/Aaa/AAA

AAA/Aaa/AAA

16 October 2006July 2040UK Listing Authority and London StockExchangeAAA/Aaa/AAA

AAA/Aaa/AAA

Class of previous notes issued by Holmes Master Issuer PLC issue 2006-1 notes

Principal amount:Credit enhancement:

Interest rate:

Margin:

Until ¡nterest payment datefalling ¡n:And thereafter:Scheduled redemption date(s)and amounts:Designation of correspondingterm advance:

Outstanding balance at lastpayment date:Interest accrual method:Interest payment dates:

First ¡nterest payment date:

Final maturity date:Listing:

Ratings as at the date of issue(S&P/Moody's/Fitch):Current ratings (where relevant)(S&P/Moody's/Fitch):

Series 1 class A*

$1,500,000,000Subordination ofthe class Bnotes, the classM notes, theclass C notes,the class Dnotes and thereserve fundsOne-monthUSD-LIBOR +marginMinus 0.02%p.a. prior to thefirst transferdate; not greaterthan 0.05% p.a.following thefirst transferdateN/A

N/AN/A

Series 1 class B*

$45,000,000Subordination ofthe class Mnotes, the classC notes, theclass D notesand the reservefunds

Three-monthUSD-LIBOR +margin .0.09% p.a.

October 2010

0.1 8% p.a.N/A

Series 1 class C*

$45,000,000Subordination ofthe class Dnotes and thereserve funds

Three-monthUSD-LIBOR +margin0.24% p.a.

October 2010

0.48% p.a.N/A

Series 2 class A

$1,500,000,000Subordination ofthe class Bnotes, the classM notes, theclass C notes,the class Dnotes and thereserve fundsThree-monthUSD-LIBOR +margin0.06% p.a.

October 2010

0.12% p.a.July 2009 and

Series 2 class B

$35,000,000Subordination ofthe class Mnotes, the classC notes, theclass D notesand the reservefunds

Three-monthUSD-LIBOR +margin0.1 2% p.a.

October 2010

0.24% p.a.N/A

Series 2 class M

$30,000,000Subordination ofthe class Cnotes, the classD notes and thereserve funds

Three-monthUSD-LIBOR +margin0.19% p.a.

October 2010

0.38% p.a.N/A

October 2009Bullet Pass-through Pass-through Scheduled Pass-through Pass-through

AmortisationSee "Overview of the issuing entity notes — Scheduled redemption notes", "Overview of the issuing entitynotes - Pass-through notes", "Overview of the issuing entity notes - Bullet redemption notes" and "The masterintercompany loan agreement" for a description of the timing of principal payments on the notes, cash accumulationperiods relating to bullet term advances, scheduled amortisation instalments and pass-through notes.Nil Nil Nil $1,500,000,000 $35,000,000 $30,000,000

Actual/360 Actual/360 Actual/360 Actual/360 Actual/360 Actual/360For the series 1 class A previous notes, on the 15th day of each calendar month ¡n each year up to and Including thefinal maturity date or, following the earlier of the occurrence of a trigger event or enforcement of the issuing entitysecurity, quarterly in arrear on the ¡nterest payment dates falling ¡n January, April, July and October, as applicable. Forthe other series 1 previous notes and for all of the series 2 previous notes, quarterly in arrear on the interest paymentdates falling ¡n January, April, July and October of each year.15 January2007January 201 6UK ListingAuthority andLondon StockExchange'sRegulatedMarketF1+/P-1/A-1+AAA/Aaa/AAA

15 January2007July 2040UK ListingAuthority andLondon StockExchange'sRegulatedMarketAA/Aa3/AA

15 January2007July 2040UK ListingAuthority andLondon StockExchange'sRegulatedMarketBBB/Baa2/BBB

15 January2007July 2021UK ListingAuthority andLondon StockExchange'sRegulatedMarketAAA/Aaa/AAA

15 January2007July 2040UK ListingAuthority andLondon StockExchange'sRegulatedMarketAA/Aa3/AA

15 January2007July 2040UK ListingAuthority andLondon StockExchange'sRegulatedMarketA/A2/A

N/A N/A N/A AAA/Aaa/AAA AA/Aa3/AA A/A2/A

Class of previous notes issued by Holmes Master Issuer PLC issue 2006-1 notes

Principalamount:Creditenhancement:

Interest rate:

Margin:Until interestpayment datefalling in:And thereafter:Scheduledredemptiondate(s) andamounts:Designation ofcorrespondingterm advance:

Series 2 class C

$40,000,000

Subordinationof the class Dnotes and thereserve funds

Three-monthUSD-LIBOR +margin0.39% p.a.October 2010

0.78% p.a.N/A

Pass-through

Series 3 class A1

$900,000,000

Subordinationof the class Bnotes, the classM notes, theclass C notes,the class Dnotes and thereserve fundsThree-monthUSD-LIBOR +margin0.08% p.a.October 2010

0.1 6% p.a.N/A

Pass-through

Series 3 class A2

€670,000,000

Subordinationof the class Bnotes, the classM notes, theclass C notes,the class Dnotes and thereserve fundsThree-monthEURIBOR +margin0.10% p.a.October 2010

0.20% p.a.N/A

Pass-through

Series 3 class A3

£700,000,000

Subordinationof the class Bnotes, the classM notes, theclass C notes,the class Dnotes and thereserve fundsThree-monthsterling LIBOR+ margin0.10% p.a.October 2010

0.20% p.a.N/A

Pass-through

Series 3 class B2

€37,500,000

Subordinationof the class Mnotes, the classC notes, theclass D notesand the reservefunds

Three-monthEURIBOR +margin0.1 5% p.a.October 2010

0.30% p.a.N/A

Pass-through

Series 3 class B3

£20,000,000

Subordinationof the class Mnotes, the classC notes, theclass D notesand the reservefunds

Three-monthsterling LIBOR+ margin0.15% p.a.October 2010

0.30% p.a.N/A

Pass-through

Series 3 class M2

€35,500,000

Subordinationof the class Cnotes, the classD notes and thereserve funds

Three-monthEURIBOR +margin0.22% p.a.October 2010

0.44% p.a.N/A

Pass-through

Outstandingbalance at lastpayment date:Interest accrualmethod:Interestpayment dates:First ¡nterestpayment date:Final maturitydate:Listing:

Ratings as atthe date ofissue(S&P/Moody's/Fitch):Current ratings(whererelevant)(S&P/Moody's/Fitch):

See "Overview of the issuing entity notes - Pass-through notes" and "The master intercompany loan agreement" for adescription of the timing of principal payments relating to pass-through notes and the pass-through term advances.$40,000,000 $900,000,000 €670,000,000 £700,000,000 €37,500,000 £20,000,000 €35,500,000

Actual/360 Actual/360 Actual/360 Actual/365 Actual/360 Actual/365 Actual/360

For all the series 2 and series 3 previous notes, quarterly in arrear on the interest payment dates falling in January, April, July andOctober of each year.15 January 15 January 15 January 15 January 15 January 15 January 15 January2007 2007 2007 2007 2007 2007 2007July 2040 July 2040 July 2040 July 2040 July 2040 July 2040 July 2040

UK ListingAuthority andLondon StockExchange'sRegulatedMarketBBB/Baa2/BBB

UK ListingAuthority andLondon StockExchange'sRegulatedMarketAAA/Aaa/AAA

UK ListingAuthority andLondon StockExchange'sRegulatedMarketAAA/Aaa/AAA

UK ListingAuthority andLondon StockExchange'sRegulatedMarketAAA/Aaa/AAA

UK ListingAuthority andLondon StockExchange'sRegulatedMarketAA/Aa3/AA

UK ListingAuthority andLondon StockExchange'sRegulatedMarketAA/Aa3/AA

UK ListingAuthority andLondon StockExchange'sRegulatedMarketA/A2/A

BBB/Baa2/BBB AAA/Aaa/AAA AAA/Aaa/AAA AAA/Aaa/AAA AA/Aa3/AA AA/Aa3/AA A/A2/A

Class of previous notes issued by Holmes Master Issuer PLC issue 2006-1 notesSeries 3 class M3 Series 3 class C2 Series 3 class C3

Principal amount:Credit enhancement:

Interest rate:

Margin:Until ¡nterest payment datefalling ¡n:And thereafter:Scheduled redemption date(s) andamounts:Designation of correspondingterm advance:

Outstanding balance at lastpayment date:Interest accrual method:Interest payment dates:

First ¡nterest payment date:Final maturity date:Listing:

Ratings as at the date of issue(S&P/Moody's/Fitch):Current ratings (where relevant)(S&P/Moody's/Fitch):

£12,000,000Subordination of the class C notes,the class D notes and the reservefundsThree-month sterling LIBOR +margin0.22% p.a.October 2010

0.44% p.a.N/A

Pass-through

€61,500,000Subordination of the class D notesand the reserve funds

Three-month EURIBOR + margin

0.42% p.a.October 2010

0.84% p.a.N/A

Pass-through

£12,500,000Subordination of the class D notesand the reserve funds

Three-month sterling LIBOR +margin0.42% p.a.October 2010

0.84% p.a.N/A

Pass-through

See "Overview of the issuing entity notes - Pass-through notes" and "The master intercompany loanagreement" for a description of the timing of principal payments relating to the pass-through notes and pass-through term advances.£12,000,000 €61,500,000 £12,500,000

Actual/365For all the series 3 previous notes,and October of each year.15 January 2007July 2040UK Listing Authority and LondonStock Exchange's RegulatedMarketA/A2/A

A/A2/A

Actual/360 Actual/365quarterly in arrear on the ¡nterest payment dates falling in January, April, July

15 January 2007July 2040UK Listing Authority and LondonStock Exchange's RegulatedMarketBBB/Baa2/BBB

BBB/Baa2/BBB

15 January 2007July 2040UK Listing Authority and LondonStock Exchange's RegulatedMarketBBB/Baa2/BBB

BBB/Baa2/BBB

Class of previous notes issued by Holmes Master Issuer PLC issue 2007-1 notes

Principal amount:

Creditenhancement:

Interest rate:

Margin:

Until interestpayment datefalling in:

And thereafter:

Scheduledredemption date(s)and amounts:

Designation ofcorrespondingterm advance:

Series 1 class A1*

$1,500,000,000

Subordination ofthe class B notes,the class M notes,the class C notes,the class D notesand the reservefunds

One-month USD-LIBOR + margin

Minus 0.02% p.a.prior to the firsttransfer date

N/A

N/A

N/A

Bullet

Series 1 class A3* Series 1 class B1* Series 1 class B2*

£600,000,000 $57,200,000 €21,400,000

Subordination of Subordination of Subordination ofthe class B notes, the class M notes, the class M notes,the class M notes, the class C notes, the class C notes,the class C notes, the class D notes the class D notesthe class D notes and the reserve and the reserveand the reserve funds fundsfunds

Three-month Three-month Three-monthSterling LIBOR + USD-LIBOR + EURIBOR +margin margin margin

0.03% p.a. 0.09% p.a. 0.09% p.a.

January 2011 January 2011 January 2011

0.06% p.a. 0.1 8% p.a. 0.1 8% p.a.

N/A N/A N/A

Bullet Pass-through Pass-through

Series 1 class C1* Series 1 class C2*

$30,300,000 €22,700,000

Subordination of Subordination ofthe class D notes the class D notesand the reserve and the reservefunds funds

Three-month Three-monthUSD-LIBOR + EURIBOR +margin margin

0.28% p.a. 0.28% p.a.

January 201 1 January 201 1

0.56% p.a. 0.56% p.a.

N/A N/A

Pass-through Pass-through

See "Overview of the issuing entity notes — Bullet redemption notes", "Overview of the issuing entity notes — Pass-throughnotes" and "The master intercompany loan agreement" for a description of the timing of principal payments on the notes andcash accumulation periods relating to bullet term advances and pass-through notes.

Outstandingbalance at lastpayment date:

Interest accrualmethod:

Interest paymentdates:

First ¡nterestpayment date:

Final maturitydate:

Listing:

Ratings as at thedate of issue(S&P/Moody's/Fitch):

Current ratings(where relevant)(S&P/Moody's/Fitch):

, Nil

Actual/360

Nil Nil Nil

Actual/365 Actual/360 Actual/360

Nil Nil

Actual/360 Actual/360

For the series 1 class A1 previous notes, on the 1 5th day of each calendar month in each year up to and Including the final maturitydate or, following the earlier of the occurrence of a trigger event or enforcement of the issuing entity security, quarterly in arrear onthe interest payment dates falling in January, April, July and October, as applicable. For the other series 1 previous notes, quarterlyin arrear on the interest payment dates falling ¡n January, April, July and October of each year.

15 April 2007

March 2008

UK ListingAuthority andLondon StockExchange'sRegulated Market

A-1+/P1/F1+

N/A

15 April 2007 15 July 2007 15 July 2007

July 2020 July 2040 July 2040

UK Listing UK Listing UK ListingAuthority and Authority and Authority andLondon Stock London Stock London StockExchange's Exchange's Exchange'sRegulated Market Regulated Market Regulated Market

AAA/Aaa/AAA AA/Aa3/AA AA/Aa3/AA

N/A N/A N/A

15 July 2007 15 July 2007

July 2040 July 2040

UK Listing UK ListingAuthority and Authority andLondon Stock London StockExchange's Exchange'sRegulated Market Regulated Market

BBB/Baa2/BBB BBB/Baa2/BBB

N/A N/A

Class of previous notes issued by Holmes Master Issuer PLC issue 2007-1 notes

Principalamount:

Creditenhancement:

Interest rate:

Margin:

Until ¡nterestpayment datefalling ¡n:

And thereafter:

Scheduledredemptiondate(s) andamounts:

Designation ofcorrespondingterm advance:

Series 1 classC3*

£15,550,000

Subordination ofthe class Dnotes and thereserve funds

Three-monthSterling LIBOR +margin

0.28% p.a.

January 201 1

0.56% p.a.

N/A

Pass-through

Series 2 classA

$1,500,000,000

Subordination ofthe class Bnotes, the classM notes, theclass C notes,the class Dnotes and thereserve funds

Three-monthUSD-LIBOR +margin

0.05% p.a.

April 2011

0.10% p.a.

January 2010and April 2010

ScheduledAmortisation

Series 2 classB2

€26,300,000

Subordinationof the class Mnotes, theclass C notes,the class Dnotes and thereserve funds

Three-monthEURIBOR +margin

0.14% p.a.

January 2011

0.28% p.a.

N/A

Pass-through

Series 2 classM2

€10,600,000

Subordinationof the class Cnotes, theclass D notesand thereserve funds

Three-monthEURIBOR +margin

0.22% p.a.

January 201 1

0.44% p.a.

N/A

Pass-through

See "Overview of the issuing entity notes — Scheduled redemption notes",master intercompany loan agreement"

Outstandingbalance at lastpayment date:

Interest accrualmethod:

Interestpayment dates:

First ¡nterestpayment date:

Final maturitydate:

Listing:

Ratings as atthe date ofissue(S&P/Moody's/Fitch):

Current ratings(whererelevant)(S&P/Moody's/Fitch):

notes.

Nil

Actual/365

$1,500,000,000

Actual/360

Series 2 classM3

£10,800,000

Subordinationof the class Cnotes, theclass D notesand thereserve funds

Three-monthSterling LIBOR+ margin

0.22% p.a.

January 201 1

0.44% p.a.

N/A

Pass-through

Series 2 classC1

$9,800,000

Subordination ofthe class Dnotes and thereserve funds

Three-monthUSD-LIBOR +margin

0.42% p.a.

January 2011

0.84% p.a.

N/A

Pass-through

Series 2 classC2

€21,900.000

Subordination ofthe class Dnotes and thereserve funds

Three-monthEURIBOR +margin

0.42% p.a.

January 2011

0.84% p.a.

N/A

Pass-through

"Overview of the issuing entity notes - Pass-through notes

Series 2 classC3

£5,000,000

Subordination ofthe class Dnotes and thereserve funds

Three-monthSterling LIBOR+ margin

0.42% p.a.

January 2011

0.84% p.a.

N/A

Pass-through

" and Thefor a description of the timing of principal payments on the notes, scheduled amortisation instalments and pass-through

€26,300,000

Actual/360

€10,600,000

Actual/360

£10,800,000

Actual/365

$9,800,000

Actual/360

€21,900,000

Actual/360

£5,000,000

Actual/365

For the series 1 class C3 previous notes and all the series 2 previous notes, quarterly in arrear on the interest payment dates falling ¡n January, April, July andOctober of each year.

15 July 2007

July 2040

UK ListingAuthority LondonStock andExchange'sRegulatedMarket

BBB/Baa2/BBB

N/A

15 July 2007

July 2021

UK ListingAuthority andLondon StockExchange'sRegulatedMarket

AAA/Aaa/AAA

AAA/Aaa/AAA

15 July 2007

July 2040

UK ListingAuthority andLondon StockExchange'sRegulatedMarket

AA/Aa3/AA

AA/Aa3/AA

15 July 2007

July 2040

UK ListingAuthority andLondon StockExchange'sRegulatedMarket

A/A2/A

A/A2/A

15 July 2007

July 2040

UK ListingAuthority andLondon StockExchange'sRegulatedMarket

A/A2/A

A/A2/A

15 July 2007

July 2040

UK ListingAuthority andLondon StockExchange'sRegulatedMarket

BBB/Baa2/BBB

BBB/Baa2/BBB

15 July 2007

July 2040

UK ListingAuthority andLondon StockExchange'sRegulatedMarket

BBB/Baa2/BBB

BBB/Baa2/BBB

15 July 2007

July 2040

UK ListingAuthority andLondon StockExchange'sRegulatedMarket

BBB/Baa2/BBB

BBB/Baa2/BBB

Class of previous notes issued by Holmes Master Issuer PLC issue 2007-1 notes

Principalamount:

Creditenhancement:

Interest rate:

Margin:

Until ¡nterestpayment datefalling in:

And thereafter:

Scheduledredemptiondate(s) andamounts:

Designation ofcorrespondingterm advance:

Series 3 classA1

$1,600,000,000

Subordinationof the class Bnotes, the classM notes, theclass C notes,the class Dnotes and thereserve funds

Three-monthUSD-LIBOR +margin

0.08% p.a.

April 2011

0.16%

N/A

Pass-through

Series 3 class A2 Series 3 class A3

€1,500,000,000 £800,000,000

Subordination Subordinationof the class ß of the class Bnotes, the class notes, the classM notes, the M notes, theclass C notes, class C notes,the class D the class Dnotes and the notes and thereserve funds reserve funds

Three-monthEURIBORmargin

0.10% p.a.

April 2011

0.20%

N/A

Pass-through

Three-monthsterling LIBOR+ margin

0.10% p.a.

October 201 2

0.20%

N/A

Pass-through

Series 3 class B2 Series 3 class B3

€46,700,000 £48,000,000

Subordination Subordinationof the class M of the class Mnotes, the class notes, the classC notes, the C notes, the 'class D notes class D notesand the reserve and the reservefunds funds

Three-monthEURIBOR +margin

0.14% p.a.

January 201 1

0.28%

N/A

Pass-through

Three-monthsterling LIBOR+ margin

0.14% p.a.

January 201 1

0.28%

N/A

Pass-through

Series 3 class M2

€28,000,000

Subordinationof the class Cnotes, the classD notes and thereserve funds

Three-monthEURIBOR +margin

0.22% p.a.

January 201 1

0.44%

N/A

Pass-through

Series 3 class M3

£28,800,000

Subordinationof the class Cnotes, the classD notes and thereserve funds

Three-monthsterling LIBOR+ margin

0.22% p.a.

January 201 1

0.44%

N/A

Pass-through

See "Overview of the issuing entity notes — Pass-through notes" and "The master intercompany loan agreement" ' for adescription of the timing of principal payments relating to pass-through notes and pass-through term advances.

Outstandingbalance at lastpayment date:

Interest accrualmethod:

Interestpayment dates:

First interestpayment date:

Final maturitydate:

Listing:

Ratings as atthe date of Issue(S&P/Moody's/Fitch):

Current ratings(where relevant)(S&P/Moody's/Fitch):

$1,600,000,000

Actual/360

€1,500,000,000 £800,000,000

Actual/360

For all the series 3 previous notes,year.

15 July 2007

July 2040

UK ListingAuthority andLondon StockExchange'sRegulatedMarket

AAA/Aaa/AAA

AAA/Aaa/AAA

15 July 2007

July 2040

UK ListingAuthority andLondon StockExchange'sRegulatedMarket

AAA/Aaa/AAA

AAA/Aaa/AAA

Actual/365

€46,700,000

Actual/360

£48,000,000

Actual/365

€28,000,000

Actual/360

£28,800,000

Actual/365

quarterly in arrear on the interest payment dates falling ¡n January, April, July and October of each

15 July 2007

July 2040

UK ListingAuthority andLondon StockExchange'sRegulatedMarket

AAA/Aaa/AAA

AAA/Aaa/AAA

15 July 2007

July 2040

UK ListingAuthority andLondon StockExchange'sRegulatedMarket

AA/Aa3/AA

AA/Aa3/AA

15 July 2007

July 2040

UK ListingAuthority andLondon StockExchange'sRegulatedMarket

AA/Aa3/AA

AA/Aa3/AA

15 July 2007

July 2040

UK ListingAuthority andLondon StockExchange'sRegulatedMarket

A/A2/A

A/A2/A

15 July 2007

July 2040

UK ListingAuthority andLondon StockExchange'sRegulatedMarket

A/A2/A

A/A2/A

Class of previous notes issued by Holmes Master Issuer PLC Issue 2007-1 notes

Series 3 class C2 Series 3 class C3 Series 4 class A

Principal amount:

Credit enhancement:

Interest rate:

Margin:

Until interest payment datefalling in:

And thereafter:

Scheduled redemption date(s) andamounts:

Designation of correspondingterm advance:

Outstanding balance at lastpayment date:

Interest accrual method:

Interest payment dates:

First interest payment date:

Rnal maturity date:

Listing:

Ratings as at the date of issue(S&P/Moody's/Fitch):

Current ratings (where relevant)(S&P/Moody's/Fitch):

€86,900,000

Subordination of the class D notesand the reserve funds

Three-month EURIBOR + margin

£25,500,000

Subordination of the class D notesand the reserve funds

Three-month Sterling LIBOR +margin

$1,000,000,000

Subordination of the class B notes,the class M notes, the class Cnotes, the class D notes and thereserve funds

Three-month USD-LIBOR +• margin

0.42% p.a.

January 201 1

0.84% p.a.

N/A

0.42% p.a.

January 201 1

0.84% p.a.

N/A

0.10% p.a.

October 201 2

0.20% p.a.

October 201 2

Pass-through Pass-through Bullet

See "Overview of the issuing entity notes — Bullet redemption notes", "Overview of the issuing entity notes— Pass-through notes" and "The master intercompany loan agreement" for a description of the timing ofprincipal payments on the notes and cash accumulation periods relating to bullet term advances and pass-throughnotes.

€86,900,000

Actual/360

£25,500,000

Actual/365

$1,000,000,000

Actual/360

For all the series 3 and series 4 previous notes, quarterly ¡n arrear on the interest payment dates falling in January,April, July and October of each year.

15 July 2007

July 2040

UK Listing Authority and LondonStock Exchange's RegulatedMarket

BBB/Baa2/BBB

BBB/Baa2/BBB

15 July 2007

July 2040

UK Listing Authority and LondonStock Exchange's RegulatedMarket

BBB/Baa2/BBB

BBB/Baa2/BBB

15 July 2007

July 2030

UK Listing Authority and LondonStock Exchange's RegulatedMarket

AAA/Aaa/AAA

AAA/Aaa/AAA

Class of previous notes issued by Holmes Master Issuer PLC issue 2007-2 notes

Principal amount:Credit enhancement:

Interest rate:

Margin:Until interest payment date fallingin:And thereafter:Scheduled redemption date(s)and amounts:

Designation of correspondingterm advance:

Outstanding balance at lastpayment date:Interest accrual method:Interest payment dates:

First ¡nterest payment date:Final maturity date:Listing:

Ratings as at the date of issue(S&P/Moody's/Fitch):Current ratings (where relevant)(S&P/Moody's/Fitch):

Series 1 class A1*

$1,225,000,000Subordination of the classB notes, the class Mnotes, the class C notes,the class D notes and thereserve fundsOne-month USD-LIBOR +margin+0.03%October 2011

+0.06%Interest payment datefalling ¡n April 2008 andJuly 2008Scheduled Amortisation

Series 1 class A2*

€1,200,000,000Subordination of the classB notes, the class Mnotes, the class C notes,the class D notes and thereserve fundsThree-month EURIBOR +margin+0.04% p.a.October 2011

+0.08% p.a.Interest payment datefalling ¡n April 2008 andJuly 2008Scheduled Amortisation

Series 1 class B*

$82,000,000Subordination of the classM notes, the class Cnotes, the class D notesand the reserve funds

Three-month USD-LIBOR+ margin+0.07% p.a.October 2011

+0.14%p.a.N/A

Pass-through

Series 1 class C*

$128,400,000Subordination of the classD notes and the reservefunds

Three-month USD-LIBOR+ margin+0.23% p.a.October 2011

+0.46% p.a.N/A

Pass-through

See "Overview of the issuing entity notes - Scheduled redemption notes", "Overview of the issuing entitynotes - Pass-through notes" and "The master intercompany loan agreement" for a description of the timing ofprincipal payments on the notes, scheduled amortisation instalments and pass-through notes.Nil Nil Nil Nil

Actual/360 Actual/360 Actual/360 Actual/360For the series 1 class A1 previous notes, on the 15th day of each calendar month ¡n each year up to and includingthe final maturity date or, following the earlier of the occurrence of a trigger event or enforcement of the Issuing entitysecurity, quarterly ¡n arrear on the ¡nterest payment dates falling ¡n January, April, July and October, as applicable.For the other series 1 previous notes, quarterly in arrear on the interest payment dates falling in January, April, Julyand October of each year.

15 October 2007July 2021UK Listing Authority andLondon Stock Exchange's

15 July 2007July 2021UK Listing Authority andLondon Stock Exchange'sRegulated MarketAAA/Aaa/AAA

N/A

Regulated MarketAAA/Aaa/AAA

N/A

15 October 2007July 2040UK Listing Authority andLondon Stock Exchange'sRegulated MarketAA/Aa3/AA

15 October 2007July 2040UK Listing Authority andLondon Stock Exchange'sRegulated MarketBBB/Baa2/BBB

N/A N/A

Class of previous notes issued by Holmes Master Issuer PLC issue 2007-2 notes

Principal amount:

Credit enhancement:

Interest rate:

Margin:

Until ¡nterestpayment datefalling in:

And thereafter:

Scheduledredemption date(s)and amounts:

Designation ofcorrespondingterm advance:

Series 2 class A

CAN$600,000,000

Subordinationof the class Bnotes, the classM notes, theclass C notes,the class Dnotes and thereserve funds

One month ODOR+ margin

+0.08% p.a.

October 2011

+0.1 6% p.a.

N/A

Bullet

Series 2 classA1

$2,750,000,000

Subordinationof the class Bnotes, theclass Mnotes, theclass Cnotes, theclass D notesand thereserve funds

Three-monthUSD-LIBOR +margin

+0.05% p.a.

October 2011 .

+0.10% p.a.

N/A

Bullet

Series 2 classB1

$25,000,000

Subordinationof the class Mnotes, theclass Cnotes, theclass D notesand thereserve funds

Three-monthUSD LIBOR +margin

+0.1 2% p.a.

October 2011

+0.24% p.a.

N/A

Pass-through

Series 2 classB2

€95,000,000

Subordinationof the class Mnotes, theclass Cnotes, theclass D notesand thereserve funds

Three-monthEURIBOR +margin

+0.13% p.a.

October 2011

+0.26% p.a.

N/A

Pass-through

Series 2 classB3

£50,000,000

Subordinationof the class Mnotes, theclass Cnotes, theclass D notesand thereserve funds

Three-monthSterling LIBOR+ margin

+0.14% p.a.

October 2011

+0.28% p.a.

N/A

Pass-through

Series 2 classM1

$10,000,000

Subordinationof the class Cnotes, theclass D notesand thereserve funds

Three-monthUSD-LIBOR +margin

+0.22% p.a.

October 2011

+0.44% p.a.

N/A

Pass-through

Series 2 classM2

€20,000,000Subordinationof the class Cnotes, theclass D notesand thereserve funds

Three-monthEURIBOR +margin

+0.22% p.a.

October 2011

+0.44% p.a.

N/A

Pass-through

Series 2 classM3

£38,000,000Subordinationof the class Cnotes, theclass D notesand thereserve funds

Three-monthSterling LIBOR+ margin

+0.24% p.a.

October 2011

+0.48% p.a.

N/A

Pass-through

See "Overview of the issuing entity notes — Bullet redemption notes", "Overview of the issuing entity notes — Pass-through notes" and The masterintercompany loan agreement" for a description of the timing of principal payments on the notes and cash accumulation periods relating to bullet term advances

Outstanding balanceat last payment date:

Interest accrualmethod:

Interest paymentdates:

and pass-through note

CAN$600,000,000

Actual/365

s.

$2,750,000,000

Actual/360

For the series 2 class A previous notes,

$25,000,000

Actual/360

€95,000,000

Actual/360

£50,000,000

Actual/365

$10,000,000

Actual/360

€20,000,000

Actual/360

£38,000,000

Actual/365

on the is"1 day of each calendar month ¡n each year up to and including the final maturity date or, following the earlier ofthe occurrence of a trigger event or enforcement of Issuing entity security, quarterly in arrear on the ¡nterest payment dates falling in January, AprilOctober, as applicable. For the other series 1 previous notes,

First ¡nterestpayment date:

Final maturity date:

Listing:

Ratings as at thedate of issue(S&P/Moody's/Fitch):

Current ratings(where relevant)(S&P/Moody's/Fltch):

year.

15 July 2007

July 2020

UK ListingAuthority andLondon StockExchange'sRegulatedMarket

AAA/Aaa/AAA

AAA/Aaa/AAA

15 October2007

July 2020

UK ListingAuthority andLondon StockExchange'sRegulatedMarket

AAA/Aaa/AAA

AAA/Aaa/AAA

15 October2007

July 2040

UK ListingAuthority andLondon StockExchange'sRegulatedMarket

AA/AAa3/AA

A/AAa3/AA

, July andquarterly ¡n arrear on the ¡nterest payment dates falling in January, April, July and October of each

15 October2007

July 2040

UK ListingAuthority andLondon StockExchange'sRegulatedMarket

AA/Aa3/AA

A/Aa3/AA

15 October2007

July 2040

UK ListingAuthority andLondon StockExchange'sRegulatedMarket

AA/Aa3/AA

A/Aa3/AA

15 October2007

July 2040

UK ListingAuthority andLondon StockExchange'sRegulatedMarket

A/A2/A

A/A2/A

15 October2007

July 2040

UK ListingAuthority andLondon StockExchange'sRegulatedMarket

A/A2/A

A/A2/A

15 October2007

July 2040

UK ListingAuthority andLondon StockExchange'sRegulatedMarket

A/A2/A

A/A2/A

Class of previous notes issued by Holmes Master Issuer PLC issue 2007-2 notes

Principalamount:

Creditenhancement:

Interest rate:

Margin:

Until interestpayment datefalling in:

And thereafter:

Scheduledredemptiondate(s) andamounts:

Designation ofcorrespondingterm advance:

Series 2 classC1

$34,000,000

Subordinationof the class Dnotes and thereserve funds

Three-monthUSD-LIBOR +margin

0.41% p.a.

October 2011

+0.82%

N/A

Pass-through

Series 2 classC2

€106,000,000

Subordinationof the class Dnotes and thereserve funds

Three-monthEURIBORmargin

0.41% p.a.

October 201 1

+0.82%

N/A

Pass-through

Series 2 classC3

£45,000,000

Subordinationof the class Dnotes and thereserve funds

Three-monthSterling LIBOR+ margin

+0.43% p.a.

October 201 1

+0.86%

N/A

Pass-through

Series 3 classA1

$1,250,000,000

Subordinationof the class Bnotes, the classM notes, theclass C notes,the class Dnotes and thereserve funds

Three-monthUSD LIBOR +margin

+0.08% p.a.

October 201 1

+0.16%

Interestpayment datesfalling in April2011, July 2011and October2011

ScheduledAmortisation

Series 3 classA2

€1,300,000,000

Subordinationof the class Bnotes, the classM notes, theclass C notes,the class Dnotes and thereserve funds

Three-monthEURIBOR +margin

+0.09% p.a.

October 201 1

+0.18%

Interestpayment datesfalling ¡n April2011 July 2011and October2011

ScheduledAmortisation

Series 3 classA3

£450,000,000

Subordinationof the class Bnotes, the classM notes, theclass C notes,the class Dnotes and thereserve funds

Three-monthSterling LIBOR+ margin

+0.09% p.a.

October 2011

+0.18%

Interestpayment datesfalling ¡n April2011, July 2011and October2011

ScheduledAmortisation

Series 4 classA

$750,000,000

Subordinationof the class Bnotes, the classM notes, theclass C notes,the class Dnotes and thereserve funds

Three-monthUSD LIBOR +margin

+0.10% p.a.

July 201 2

+0.20%

N/A

Bullet

See "Overview of the issuing entity notes — Scheduled redemption notes", "Overview of the issuing entity notes - Bulletredemption notes", "Overview of the issuing entity notes — Pass-through notes" and "The master intercompany loanagreement" for a description of the timing of principal payments on the notes and cash accumulation periods relating to bullet termadvances, scheduled amortisation instalments and pass-through notes.

Outstandingbalance at lastpayment date:

Interest accrualmethod:

Interestpayment dates:

First ¡nterestpayment date:

Final maturitydate:

Listing:

Ratings as atthe date ofIssue(S&P/Moody's/Fitch):

Current ratings(whererelevant)(S&P/Moody's/Fitch):

$34,000,000

Actual/360

€106,000,000 £45,000,000 $1,250,000,000 €1,300,000,000 £450,000,000

Actual/360 Actual/365 Actual/360 Actual/360 Actual/365

$750,000,000

Actual/360

For all the series 2 class C1 to class C3 and all of the series 3 and 4 notes, quarterly in arrear on the ¡nterest payment dates falling ¡nJanuary, April, July and October of each year.

15 October2007

July 2040

UK ListingAuthority andLondon StockExchange'sRegulatedMarket

15 October2007

July 2040

UK ListingAuthority andLondon StockExchange'sRegulatedMarket

15 October2007

July 2040

UK ListingAuthority andLondon StockExchange'sRegulatedMarket

15 October2007

July 2021

UK ListingAuthority andLondon StockExchange'sRegulatedMarket

15 October2007

July 2021

UK ListingAuthority andLondon StockExchange'sRegulatedMarket

15 October2007

July 2021

UK ListingAuthority andLondon StockExchange'sRegulatedMarket

15 October2007

July 2020

UK ListingAuthority andLondon StockExchange'sRegulatedMarket

BBB/Baa2/BBB BBB/Baa2/BBB BBB/Baa2/BBB AAA/Aaa/AAA AAA/Aaa/AAA AAA/Aaa/AAA AAA/Aaa/AAA

BBB/Baa2/BBB BBB/Baa2/BBB BBB/Baa2/BBB AAA/Aaa/AAA AAA/Aaa/AAA AAA/Aaa/AAA AAA/Aaa/AAA

Class of previous notes issued by Holmes Master Issuer PLC issue 2007-3 notes

Principal amount:Credit enhancement:

Interest rate:

Margin:Until interest paymentdate falling ¡n:And thereafter:Scheduledredemption date(s)and amounts:Designation ofcorresponding termadvance:

Series 1 class A1

€3,854,466,000Subordination of theclass B notes, theclass M notes, theclass C notes, theclass D notes and thereserve fundsTwelve-monthEURIBOR + marginfor each InterestPeriod up to andincluding the InterestPeriod that ends on15 July 201 land, forInterest Periodsthereafter, three-month EURIBOR +margin.0.1% p.a.N/A

N/AN/A

ScheduledAmortisation

Series 1 class A2

€3,114,720,000Subordination of theclass B notes, theclass M notes, theclass C notes, theclass D notes and thereserve fundsTwelve-monthEURIBOR + marginfor each InterestPeriod up to andincluding the InterestPeriod that ends on15 October 2012 and,for Interest Periodsthereafter, three-month EURIBOR +margin.0.11% p.a.N/A

N/AN/A

ScheduledAmortisation

Series 1 class A3

€2,491,776,000Subordination of theclass M notes, theclass C notes, theclass D notes and thereserve funds

Twelve-monthEURIBOR + marginfor each InterestPeriod up to andincluding the InterestPeriod that ends on15January2014and,for Interest Periodsthereafter, three-month EURIBOR +margin.0.12% p.a.N/A

N/AN/A

ScheduledAmortisation

Series 1 class B

£124,000,000Subordination of theclass M notes, theclass C notes, theclass D notes and thereserve funds

Three-month sterlingLIBOR + margin

1.00% p.a.N/A

N/AN/A

Pass-through

Series 1 class M

£127,000.000Subordination of theclass D notes and thereserve funds

Three-month sterlingLIBOR + margin

1.60% p.a.N/A

N/AN/A

Pass-through

Series 1 class C

£250,000,000Subordination of theclass D notes and thereserve funds

Three-month sterlingLIBOR + margin

2.25% p.a.N/A

N/AN/A

Pass-through

See "Overview of the issuing entity notes — Scheduled redemption notes", "Overview of the issuing entity notes — Pass-through notes" and Themaster intercompany loan agreemenf for a description of the timing of principal payments on the notes, scheduled amortisation instalments and pass-

Outstanding balanceat last payment date:Interest accrualmethod:Interest paymentdates:

First ¡nterest paymentdate:Final maturity date:Listing:

Ratings as at the dateof issue(S&P/Moody's/Fitch):Current ratings(where relevant)(S&P/Moody's/Fitch):

through notes.€3,854,466,000

Actual/360

15th day of July ineach year up to andincluding July 2011and, thereafter, 15thday of January, April,July and October ¡neach year up to andincluding the FinalMaturity Date,provided always thatif, prior to July 2011,an Asset TriggerEvent or a Non-AssetTrigger Event occurs,the Interest PaymentDates will be, from(and including) theoccurrence of suchevent, 15th day ofJanuary, April, Julyand October in eachyear up to andincluding the FinalMaturity Date

15 July 2008

July 2040Irish StockExchange's MainMarketAAA/Aaa/AAA

AAA/Aaa/AAA

€3,114,720,000

Actual/360

15th day of October¡n each year up toand including October201 2 and, thereafter,15th day of January,April, July andOctober in each yearup to and includingthe Rnal MaturityDate, providedalways that ¡f, prior toOctober 2012, anAsset Trigger Eventor a Non-AssetTrigger Event occurs,the Interest PaymentDates will be, from(and including) theoccurrence of suchevent, 15th day ofJanuary. April, Julyand October ¡n eachyear up to andincluding the FinalMaturity Date15 October 2008

July 2040Irish StockExchange's MainMarketAAA/Aaa/AAA

AAA/Aaa/AAA

€2,491,776,000

Actual/360

15th day of January ¡neach year up to andincluding January2014 and, thereafter.15th day of January,April, July andOctober in each yearup to and includingthe Final MaturityDate, provided alwaysthat ¡f, prior toJanuary 2014, anAsset Trigger Eventor a Non-AssetTrigger Event occurs,the Interest PaymentDates will be, from(and including) theoccurrence of suchevent, 15th day ofJanuary, April, Julyand October ¡n eachyear up to andincluding the RnalMaturity Date15 January 2008

July 2040Irish StockExchange's MainMarketAAA/Aaa/AAA

AAA/Aaa/AAA

£124,000,000

Actual/365

15th day of January, April

£127,000,000

Actual/365

£250,000,000

Actual/365

, July and October ¡n each year up to andincluding the Rnal Maturity Date

15 April 2008

July 2040Irish StockExchange's MainMarketAA/Aa3/AA

AA/Aa3/AA

15 April 2008

July 2040Irish StockExchange's MainMarketA/A2/A

A/A2/A

15 April 2008

July 2040Irish StockExchange's MainMarketBBB/Baa2/BBB

BBB/Baa2/BBB

Class of previous notes issued by Holmes Master Issuer PLC issue 2008-1 notes

Principalamount:Creditenhancement:

Interest rate:

Margin:Until interestpayment datefalling ¡n:And thereafter:Scheduledredemptiondate(s) andamounts:Designation ofcorrespondingterm advance:

Series 1 class A1

€2,257,200,000

Subordination of theclass B notes, theclass M notes, theclass C notes, theclass D notes andthe reserve funds

Twelve-monthEURIBOR + marginfor each InterestPeriod up to andincluding theInterest Period thatends on 15 January201 4 and, forInterest Periodsthereafter, three-month EURIBOR +margin.

0.12% p.a.N/A

N/AN/A

Pass

Series 1 class A2

€4,514,400,000

Subordination ofthe class B notes,the class M notes,the class C notes,the class D notesand the reservefundsTwelve-monthEURIBOR +margin for eachInterest Period upto and includingthe Interest Periodthat ends on 15April 2014 and, forInterest Periodsthereafter, three-month EURIBOR +margin.

0. 12% p.a.N/A

N/AN/A

through

Series 1 class A3

€1,003,200,000

Subordination ofthe class B notes,the class M notes,the class C notes,the class D notesand the reservefundsTwelve-monthEURIBOR +margin for eachInterest Period upto and includingthe Interest Periodthat ends on 15July 2014 and, forInterest Periodsthereafter, three-month EURIBOR+ margin.

0. 12% p.a.N/A

N/AN/A

Pass

See "Overview of the issuing entity notes — Pass-through notes"

Series 1 class A4

€1 ,630,200,000

Subordination ofthe class B notes,the class M notes,the class C notes.the class D notesand the reservefundsTwelve-monthEURIBOR +margin for eachInterest Period upto and includingthe Interest Periodthat ends on 15October 2014 and,for InterestPeriods thereafter,three-monthEURIBOR +margin.0. 12% p.a.N/A

N/AN/A

Pass-through

Series 1 class B

£370,000,000

Subordination ofthe class M notes,the class C notes,the class D notesand the reservefunds

Three-monthsterling LIBOR +margin

1.00% p.a.N/A

N/AN/A

Pass-through

Series 1 class M

£120,000,000

Subordination ofthe class C, theclass D notes andthe reserve funds

Three-monthsterling LIBOR +margin

1.60% p.a.N/A

N/AN/A

Pass-through

Series 1 class C

£250,000,000

Subordination ofthe class D notesand the reservefunds

Three-monthsterling LIBOR +margin

2.25% p.a.N/A

N/AN/A

Pass-through

and The master intercompany loan agreement" for a description of the timing ofprincipal payments on the notes relating to the pass-through notes and pass-through term advances.

Outstandingbalance at lastpayment date:Interest accrualmethod:Interestpayment dates:

First ¡nterestpayment date:Final maturitydate:Listing:

Ratings as atthe date ofissue(S&P/Moody's/Fitch):Current ratings(whererelevant)(S&P/Moody's/Fitch):

€2,257,200,000

Actual/360

15th day of January¡n each year up toand includingJanuary 2014 and,thereafter, 15th dayof January, April,July and October ineach year up to andincluding the FinalMaturity Date,provided always thatif, prior to January2014, an AssetTrigger Event or aNon-Asset TriggerEvent occurs, theInterest PaymentDates will be, from(and including) theoccurrence of suchevent, 15th day ofJanuary, April, Julyand October ¡n eachyear up to andincluding the RnalMaturity Date

15 January 2009

July 2040

Irish StockExchange's MainMarketAAA/Aaa/AAA

AAA/Aaa/AAA

€4,514,400,000

Actual/360

15th day of April ¡neach year up toand including April2014 and,thereafter, 15thday of January,April, July andOctober ¡n eachyear up to andincluding the FinalMaturity Date,provided alwaysthat ¡f, prior toApril 2014, anAsset TriggerEvent or a Non-Asset TriggerEvent occurs, theInterest PaymentDates will be, from(and including) theoccurrence ofsuch event, 15thday of January,April, July andOctober in eachyear up to andincluding the RnalMaturity Date

15 April 2009

July 2040

Irish StockExchange's MainMarketAAA/Aaa/AAA

AAA/Aaa/AAA

€1 ,003,200,000

Actual/360

15th day of July ineach year up toand including July2014 and,thereafter, 15thday of January,April, July andOctober in eachyear up to andincluding the RnalMaturity Date,provided alwaysthat if, prior to July2014, an AssetTrigger Event or aNon-Asset TriggerEvent occurs, theInterest PaymentDates will be, from(and including) theoccurrence ofsuch event, 15thday of January,April, July andOctober ¡n eachyear up to andincluding the RnalMaturity Date

15 July 2008

July 2040

Irish StockExchange's MainMarketAAA/Aaa/AAA

AAA/Aaa/AAA

€1,630,200,000

Actual/360

15th day ofOctober in eachyear up to andincluding October2014 and,thereafter, 15thday of January,April, July andOctober in eachyear up to andincluding the RnalMaturity Date,provided alwaysthat ¡f, prior toOctober 2014, anAsset TriggerEvent or a Non-Asset TriggerEvent occurs, theInterest PaymentDates will be, from(and Including) theoccurrence ofsuch event, 15thday of January,April. July andOctober in eachyear up to andincluding the RnalMaturity Date15 October 2008

July 2040

Irish StockExchange's MainMarketAAA/Aaa/AAA

AAA/Aaa/AAA

£370,000,000

Actual/365

15th day of January,

£120,000,000

Actual/365

£250,000,000

Actual/365

April, July and October ¡n each year up toand including the Rnal Maturity Date

15 July 2008

July 2040

Irish StockExchange's MainMarketAA/Aa3/AA

AA/Aa3/AA

15 July 2008

July 2040

Irish StockExchange's MainMarketA/A2/A

A/A2/A

15 July 2008

July 2040

Irish StockExchange's MainMarketBBB/Baa2/BBB

BBB/Baa2/BBB

Each of the issuing entity's and the previous issuing entities' obligations to pay principal and ¡ntereston its previous notes are funded primarily from the payments of principal and interest received by it fromFunding under the relevant previous intercompany loan. Each of the issuing entity's and the previous issuingentities' primary asset is the relevant previous intercompany loan. None of the issuing entity, the previousissuing entities or the previous noteholders have any direct interest ¡n the trust property, although the issuingentity and the previous issuing entities share the security interest under the Funding deed of charge inFunding's share of the trust property.

Each of the previous intercompany loans is split into separate previous term advances to match theunderlying series and classes (or sub-classes) of previous notes (for this purpose, the series 3 class A1previous notes, the series 3 class A2 previous notes and the series 3 class A3 previous notes issued byeach of Holmes Financing (No. 1) PLC, Holmes Financing (No. 4) PLC, Holmes Financing (No. 5) PLC,Holmes Financing (No. 9) PLC, Holmes Financing (No. 10) PLC and the issuing entity are treated as oneclass of series 3 previous notes; and the series 4 class A1 previous notes and the series 4 class A2 previousnotes issued by Holmes Financing (No. 6) PLC, Holmes Financing (No. 7) PLC, Holmes Financing (No. 8)PLC and Holmes Financing (No. 10) PLC are treated as one class of series 4 previous notes of HolmesFinancing (No. 6) PLC, Holmes Financing (No. 7) PLC, Holmes Financing (No. 8) PLC and HolmesFinancing (No. 10) PLC respectively); the previous AAA term advances, matching the issue of the class Aprevious notes of each series; the previous AA term advances, matching the issue of the class B previousnotes of each series; the previous A term advances, matching the issue of the class M previous notes ofeach series; the previous BBB term advances, matching the issue of the class C previous notes of eachseries; and the previous BB term advances, matching the issue of the class D previous notes of each series.Together these advances are referred to in these final terms as the previous term advances.

The previous AAA term advances reflect the rating assigned to the class A previous notes by therating agencies (being, in the case of the series 1 class A previous notes issued by Holmes Financing (No. 6)PLC, Holmes Financing (No. 7) PLC, Holmes Financing (No. 8) PLC, Holmes Financing (No. 9) PLC,Holmes Financing (No. 10) PLC and the issuing entity, A-1 + by Standard & Poor's, P-1 by Moody's and F1 +by Fitch and, in the case of all other class A previous notes, AAA by Standard & Poor's, Aaa by Moody's andAAA by Fitch). The previous AA term advances reflect the rating assigned to the class B previous notes bythe rating agencies (being AA by Standard & Poor's, Aa3 by Moody's and AA by Fitch), the previous A termadvances reflect the rating assigned to the class M previous notes by the rating agencies (being A byStandard & Poor's, A2 by Moody's and A by Fitch), the previous BBB term advances reflect the ratingassigned to the class C previous notes by the rating agencies (being BBB by Standard & Poor's, Baa2 byMoody's and BBB by Fitch) and the previous term BB advances reflected the rating assigned to the Class Dprevious notes by the rating agencies (being BB by Standard and Poor's, Ba2 by Moody's and BB by Fitch).

Funding used the proceeds of the previous intercompany loan from Holmes Financing (No. 1) PLC topay the seller for loans and their related security assigned to the mortgages trustee which comprised itsoriginal share of the trust property. Funding used the proceeds of the previous intercompany loans fromHolmes Financing (No. 2) PLC, Holmes Financing (No. 4) PLC, Holmes Financing (No. 7) PLC, HolmesFinancing (No. 9) PLC, Holmes Financing (No. 10) PLC and the issuing entity to pay the seller for anincrease in Funding's share of the trust property (resulting in a corresponding decrease ¡n the seller's shareof the trust property). Funding used the proceeds of the previous intercompany loans from Holmes Financing(No. 3) PLC, Holmes Financing (No. 5) PLC, Holmes Financing (No. 6) PLC and Holmes Financing (No. 8)PLC to pay the seller for loans and their related security assigned to the mortgages trustee which constitutedan addition to Funding's existing share of the trust property.

For the purposes of the principles described in rules 1 to 6 in the base prospectus under "Cashflows -Distribution of Funding available principal receipts prior to enforcement of the Funding security orthe occurrence of a trigger event or enforcement of the issuing entity security - Rules for applicationof Funding available principal receipts and Funding principal receipts", except where specified in thefinal terms, an amount will become due and payable on an interest payment date ¡n respect of any pass-through term advance in an amount equal to the principal balance of such pass-through term advance ¡f onor immediately preceding an interest payment date any term advances advanced by the same issuing entityand which are repayable prior to such pass-through term advance have been repaid in full except that:

in the case of the series 1 term AAA advance under the previous intercompany loan made byHolmes Master Issuer PLC in respect of the issue 2008-1 notes, an amount will become dueand payable on the interest payment date falling in October 2014;

in the case of the series 1 term AA advance under the previous intercompany loan made byHolmes Master Issuer PLC in respect of the issue 2008-1 notes, an amount will become dueand payable on the interest payment date falling in October 2014;

in the case of the series 1 term A advance under the previous intercompany loan made byHolmes Master Issuer PLC in respect of the issue 2008-1 notes, an amount will become dueand payable on the interest payment date falling in October 2014;

in the case of the series 1 term BBB advance under the previous intercompany loan made byHolmes Master Issuer PLC in respect of the issue 2008-1 notes, amounts will become due andpayable on the interest payment date falling in October 2014

¡n the case of the series 1 term AA advance under the previous intercompany loan made byHolmes Master Issuer PLC in respect of the issue 2007-3 notes, an amount will become dueand payable on the interest payment date falling in July 2014;

in the case of the series 1 term A advance under the previous intercompany loan made byHolmes Master Issuer PLC in respect of the issue 2007-3 notes, an amount will become dueand payable on the interest payment date falling in July 2014;

in the case of the series 1 term BBB advance under the previous intercompany loan made byHolmes Master Issuer PLC in respect of the issue 2007-3 notes, amounts will become due andpayable on the ¡nterest payment date falling in July 2014;

in the case of the series 3 AAA term advances under the previous intercompany loan made byHolmes Financing (No. 10) PLC, amounts will become due and payable on the interest paymentdates falling in April 2009 and July 2009;

in the case of the series 4 AAA term advance under the previous intercompany loan made byHolmes Financing (No. 10) PLC, an amount will become due and payable on the interestpayment date falling in October 2010;

¡n the case of the series 4 AAA term advance under the previous intercompany loan made byHolmes Financing (No. 9) PLC, an amount will become due and payable on the ¡nterestpayment date falling ¡n July 2010;

¡n the case of the series 3A1 AAA term advances under the previous intercompany loan madeby Holmes Financing (No. 9) PLC, amounts will become due and payable on the interestpayment dates falling in January 2010 and April 2010;

¡n the case of the series 3A2 AAA term advances under the previous intercompany loan madeby Holmes Financing (No. 9) PLC, amounts will become due and payable on the interestpayment dates falling in January 2010 and April 2010;

in the case of the series 3 term AA advance under the previous intercompany loan made byHolmes Financing (No. 8) PLC, amounts will become due and payable on the interest paymentdate falling on or after each scheduled repayment date on which the applicable scheduledrepayment in respect of the series 3 term AAA advance made under the previous intercompanyloan made by Holmes Financing (No. 8) PLC is paid in full up to the applicable series 3 AA termadvances repayment amount and, in the case of the series 3 term BBB advance under theprevious intercompany loan made by Holmes Financing (No. 8) PLC, amounts will become dueand payable on the ¡nterest payment date falling on or after each scheduled repayment date onwhich the applicable scheduled repayment ¡n respect of the series 3 term AAA advance madeunder the previous intercompany loan made by Holmes Financing (No. 8) PLC ¡s paid ¡n full upto the applicable series 3 BBB term advances repayment amount, provided that the series 3term AA advance under the previous intercompany loan made by Holmes Financing (No. 8)PLC has been paid up to the applicable series 3 AA term advances repayment amount;

¡n the case of the series 4 AAA term advances under the previous intercompany loan made byHolmes Financing (No. 8) PLC, amounts will become due and payable on the interest paymentdate falling ¡n January 2009; and

in the case of the series 4 term AAA advance under the previous intercompany loan made byHolmes Financing (No. 1) PLC, an amount will become due and payable on the ¡nterestpayment date falling in July 2010,

in each case ignoring for these purposes any provisions deferring payment ¡f Funding has insufficient fundsto pay such amount on an interest payment date.

It is expected that the earliest dates on which the previous term advances will fall due and payable arethose set out below:

in respect of the series 4 term AAA advance under the previous intercompany loan made byHolmes Financing (No. 1) PLC, the ¡nterest payment date falling ¡n July 2010;

in respect of the series 4 term AA advance under the previous intercompany loan made byHolmes Financing (No. 1) PLC, the interest payment date falling in July 2010;

in respect of the series 4 term BBB advance under the previous intercompany loan made byHolmes Financing (No. 1) PLC, the ¡nterest payment date falling ¡n July 2010;

¡n respect of the series 4 term AAA advance under the previous intercompany loan made byHolmes Financing (No. 8) PLC, the interest payment date falling in January 2009;

in respect of the series 4 term AA advance under the previous intercompany loan made byHolmes Financing (No. 8) PLC, the interest payment date falling in January 2009;

in respect of the series 4 term BBB advance under the previous intercompany loan made byHolmes Financing (No. 8) PLC, the interest payment date falling in January 2009;

¡n respect of the series 3A1 term AAA advance under the previous intercompany loan made byHolmes Financing (No. 9) PLC, the interest payment dates falling in January 2010 and April2010;

in respect of the series 3A2 term AAA advance under the previous intercompany loan made byHolmes Financing (No. 9) PLC, the interest payment dates falling in January 2010 and April2010;

in respect of the series 4 term AAA advance under the previous intercompany loan made byHolmes Financing (No. 9) PLC, the interest payment date falling in July 2010;

in respect of the series 3 term AAA advance under the previous intercompany loan made byHolmes Financing (No. 10) PLC, the interest payment dates falling in April 2009 and July 2009;

¡n respect of the series 3 term AA advance under the previous intercompany loan made byHolmes Financing (No. 10) PLC, the interest payment date falling in July 2009;

in respect of the series 3 term A advance under the previous intercompany loan made byHolmes Financing (No. 10) PLC, the interest payment date falling in July 2009;

in respect of the series 3 term BBB advance under the previous intercompany loan made byHolmes Financing (No. 10) PLC, the interest payment date falling ¡n July 2009;

in respect of the series 4 A1 term AAA advance under the previous intercompany loan made byHolmes Financing (No. 10) PLC, the interest payment date falling in October 2010;

in respect of the series 4 A2 term AAA advance under the previous intercompany loan made byHolmes Financing (No. 10) PLC, the interest payment date falling in October 2010;

in respect of the'series 2 term AAA advance under the previous intercompany loan made byHolmes Master Issuer PLC for the issue 2006-1 notes, the interest payment dates falling in July2009 and October 2009;

in respect of the series 2 term AA advance under the previous intercompany loan made byHolmes Master Issuer PLC for the issue 2006-1 notes, the ¡nterest payment date on which allthe 2006-1 series 2 term advances of a higher rating have been repaid ¡n full;

¡n respect of the series 2 term A advance under the previous intercompany loan made byHolmes Master Issuer PLC for the issue 2006-1 notes, the interest payment date on which allthe 2006-1 series 2 term advances of a higher rating have been repaid in full;

in respect of the series 2 term BBB advance under the previous intercompany loan made byHolmes Master Issuer PLC for the issue 2006-1 notes, the interest payment date on which allthe 2006-1 series 2 term advances of a higher rating have been repaid in full;

in respect of the series 3 term AAA advance under the previous intercompany loan made byHolmes Master Issuer PLC for the issue 2006-1 notes, the interest payment date falling inOctober 2010;

¡n respect of the series 3 term AA advance under the previous intercompany loan made byHolmes Master Issuer PLC for the issue 2006-1 notes, the interest payment date on which allthe 2006-1 series 3 term advances of a higher rating have been repaid ¡n full;

in respect of the series 3 term A advance under the previous intercompany loan made byHolmes Master Issuer PLC for the issue 2006-1 notes, the interest payment date on which allthe 2006-1 series 3 term advances of a higher rating have been repaid in full;

in respect of the series 3 term BBB advance under the previous intercompany loan made byHolmes Master Issuer PLC for the issue 2006-1 notes, the interest payment date on which allthe 2006-1 series 3 term advances of a higher rating have been repaid in full;

in respect of the series 1 term BBB advance under the previous intercompany loan made byHolmes Master Issuer PLC for the issue 2007-1 notes, the interest payment date on which allthe 2007-1 series 1 term advances of a higher rating for the issue 2007-1 notes have beenrepaid in full;

in respect of the series 2 term AAA advance under the previous intercompany loan made byHolmes Master Issuer PLC for the issue 2007-1 notes, the interest payment date falling inJanuary 2010;

in respect of the series 2 term AA advance under the previous intercompany loan made byHolmes Master Issuer PLC for the issue 2007-1 notes, the interest payment date on which allthe 2007-1 series 2 term advances of a higher rating for the issue 2007-1 notes have beenrepaid in full;

in respect of the series 2 term A advance under the previous intercompany loan made byHolmes Master Issuer PLC for the issue 2007-1 notes, the interest payment date on which allthe 2007-1 series 2 term advances of a higher rating for the issue 2007-1 notes have beenrepaid in full;

in respect of the series 2 term BBB advance under the previous intercompany loan made byHolmes Master Issuer PLC for the issue 2007-1 notes, the interest payment date on which allthe 2007-1 series 2 term advances of a higher rating for the issue 2007-1 notes have beenrepaid ¡n full;

in respect of the series 3 term AAA advance under the previous intercompany loan made byHolmes Master Issuer PLC for the issue 2007-1 notes, the interest payment date falling in April2011;

in respect of the series 3 term AA advance under the previous intercompany loan made byHolmes Master Issuer PLC for the issue 2007-1 notes, the interest payment date falling inJanuary 2011 ;

in respect of the series 3 term A advance under the previous intercompany loan made byHolmes Master Issuer PLC for the issue 2007-1 notes, the interest payment date on which allthe 2007-1 series 3 term advances of a higher rating for the issue 2007-1 notes, other than the2007-1 series 3 term AAA advances, have been repaid in full;

in respect of the series 3 term BBB advance under the previous intercompany loan made byHolmes Master Issuer PLC for the issue 2007-1 notes, the interest payment date on which allthe 2007-1 series 3 term advances of a higher rating for the issue 2007-1 notes, other than the2007-1 series 3 term AAA advances, have been repaid in full;

in respect of the series 4 term AAA advance under the previous intercompany loan made byHolmes Master Issuer PLC for the issue 2007-1 notes, the interest payment date falling inOctober 2012;

in respect of the series 2 term AAA advance under the previous intercompany loan made byHolmes Master Issuer PLC for the issue 2007-2 notes, the interest payment date falling in April2010;

in respect of the series 2 term AA advance under the previous intercompany loan made byHolmes Master Issuer PLC for the issue 2007-2 notes, the interest payment date on which allthe 2007-2 series 2 term advances of a higher rating for the issue 2007-2 notes have beenrepaid in full;

in respect of the series 2 term A advance under the previous intercompany loan made byHolmes Master Issuer PLC for the issue 2007-2 notes, the interest payment date on which allthe 2007-2 series 2 term advances of a higher rating for the issue 2007-2 notes have beenrepaid in full;

in respect of the series 2 term BBB advance under the previous intercompany loan made byHolmes Master Issuer PLC for the issue 2007-2 notes, the interest payment date on which allthe 2007-2 series 2 term advances of a higher rating for the issye 2007-2 notes have beenrepaid in full;

in respect of the series 3 term AAA advance under the previous intercompany loan made byHolmes Master Issuer PLC for the issue 2007-2 notes, the interest payment date falling ¡n April2011;

in respect of the series 4 term AAA advance under the previous intercompany loan made byHolmes Master Issuer PLC for the issue 2007-2 notes, the interest payment date falling inOctober 2012;

in respect of the series 1A1 term AAA advance under the previous intercompany loan made byHolmes Master Issuer PLC for the issue 2007-3 notes, the ¡nterest payment date falling ¡nJanuary 2012;

¡n respect of the series 1A2 term AA advance under the previous intercompany loan made byHolmes Master Issuer PLC for the issue 2007-3 notes, the interest payment date falling inJanuary 2013;

in respect of the series 1 A3 term BBB advance under the previous intercompany loan made byHolmes Master Issuer PLC for the issue 2007-3 notes, the interest payment date falling inJanuary 2014;

in respect of the series 1B term AAA advance under the previous intercompany loan made byHolmes Master Issuer PLC for the issue 2007-3 notes, the interest payment date falling in July2014;

in respect of the series 1M term AA advance under the previous intercompany loan made byHolmes Master Issuer PLC for the issue 2007-3 notes, the interest payment date falling in July2014;

in respect of the series 1C term A advance under the previous intercompany loan made byHolmes Master Issuer PLC for the issue 2007-3 notes, the interest payment date falling in July2014;

in respect of the series 1 (class A1) term AAA advance under the previous intercompany loanmade by Holmes Master Issuer PLC for the issue 2008-1 notes, the interest payment datefalling in October 2014;

in respect of the series 1 (class A2) term AAA advance under the previous intercompany loanmade by Holmes Master Issuer PLC for the issue 2008-1 notes, the interest payment datefalling in October 2014;

in respect of the series 1 (class A3) term AAA advance under the previous intercompany loanmade by Holmes Master Issuer PLC for the issue 2008-1 notes, the interest payment datefalling in October 2014;

¡n respect of the series 1 (class A4) term AAA advance under the previous intercompany loanmade by Holmes Master Issuer PLC for the issue 2008-1 notes, the interest payment datefalling in October 2014;

in respect of the series 1 (class B) term AA advance under the previous intercompany loanmade by Holmes Master Issuer PLC for the issue 2008-1 notes, the interest payment datefalling in October 2014;

in respect of the series 1 (class M) term A advance under the previous intercompany loan madeby Holmes Master Issuer PLC for the issue 2008-1 notes, the interest payment date falling inOctober 2014; and

in respect of the series 1 (class C) term BBB advance under the previous intercompany loanmade by Holmes Master Issuer PLC for the issue 2008-1 notes, the interest payment datefalling in October 2014.

in respect of the series 1 (class A1) term AAA advance under the current intercompany loanmade by Holmes Master Issuer PLC for the issue 2008-2 notes, the interest payment datesfalling in January 2010, April 2010 and July 2010;

in respect of the series 1 (class A2) term AAA advance under the current intercompany loanmade by Holmes Master Issuer PLC for the issue 2Û08-2 notes, the interest payment datesfalling in January 2011, July 2011, October 2011, January 2012, April 2012, July 2012, October2012, January 2013 and April 2013;

in respect of the series 1 (class A3) term AAA advance under the current intercompany loanmade by Holmes Master Issuer PLC for the issue 2008-2 notes, the interest payment datesfalling in July 2013, October 2013, January 2014, April 2014 and July 2014;

in respect of the series 1 (class B) term AA advance under the current intercompany loan madeby Holmes Master Issuer PLC for the issue 2008-2 notes, the interest payment date falling inJuly 2014;

in respect of the series 1 (class C) term BBB advance under the current intercompany loanmade by Holmes Master Issuer PLC for the issue 2008-2 notes, the interest payment datefalling in July 2014; and

¡n respect of the series 1 (class D) term BB advance under the current intercompany loan madeby Holmes Master Issuer PLC for the issue 2008-2 notes, the interest payment date falling inJuly 2014.

ANNEX D

The loans

Introduction

As at the reference date, approximately 85.96 per cent, of the mortgages securing the loans in theportfolio were on freehold properties or the Scottish equivalent, approximately 14.03 per cent, were onleasehold properties and approximately 0.01 per cent, were unknown.

Interest payments and interest rate setting

Interest on each loan is payable monthly in arrear. Interest on loans is computed daily on balanceswhich are recalculated on a daily, monthly or annual basis.

The basic rate of interest set by the seller for loans beneficially owned by the seller outside themortgages trust is either the Abbey SVR or a rate directly linked to a rate set from time to time by the Bank ofEngland. The Abbey SVR is, as a result of the 2002 mortgage conditions, the 2004 mortgage conditions andthe 2006 mortgage conditions, subject to a cap which is currently set at a margin of 3.75 per cent, above theBank of England's base rate. This cap may be varied as set out below. As at 19 December 2008, the AbbeySVR was 5.44 per cent, per annum.

Arrears experience

The following table summarises loans in arrears and repossession experience for loans in the portfolio(including loans that previously formed part of the portfolio) as at the dates indicated below.

Outstanding balance(£ millions)Number of loansoutstanding(thousands)Outstandingbalanceof loans in arrears(£ millions)

1.00-1.99months inarrears

2.00-2.99 months inarrears

3.00-5.99 months inarrears

6.00-1 1.99 months ¡narrears

12 or more months inarrears

Total outstandingbalance of loans ¡narrears

Total outstandingbalance of loans inarrears as % of theoutstanding balance

Outstanding balanceof loans relating toproperties inpossession

Net loss on sales ofall repossessedproperties'11

Ratio of aggregatenet losses to averageaggregateoutstanding balanceof loans'2'

Average net loss onall properties sold

Number of loansoutstanding inarrears (thousands)1.00-1.99monthsinarrears2.00-2.99 months ¡narrears3.00-5.99 months ¡narrears6.00-1 1.99 months in

10 Dec 9 Dec 8 Dec 8 Dec2001 2002 2003 2004

17,887 23,853 23,933 29,917

285.73 363.29 358.12 404.69

194.70 359.29 294.25 447.07

39.58 82.21 93.49 145.62

32.78 64.42 84.54 122.44

9.33 18.56 25.46 27.90

1.03 1.36 2.73 1.32

277.42 525.83 500.47 744.35

1.55% 2.20% 2.09% 2.49%

1.37 1.19 3.85 6.19

0 0.419 0.330 0.079

0.00% 0.002% 0.001% 0.000%

0 2,831 1,908 401

S

3.79 6.27 5.01 5.73

0.72 1.43 1.53 2.06

0.64 1.18 1.39 1.820.21 0.35 0.42 0.43

8 Dec 8 Dec2005 2006

29,960 30,057

397.38 379.72

466.58 434.28

154.32 150.37

142.81 138.13

52.67 48.97

5.83 5.93

822.21 777.69

2.74% 2.59%

13.06 17.10

0.686 1.441

0.002% 0.005%

2,766 3,464

5.53 5.53

2.09 1.89

1.91 1.690.66 0.58

8 Dec 8 Jan 10Nov2007 2008 2008

38,063 39,726 39,570

432.47 442.90 423.33

691.71 780.20 856.30

210.83 248.57 290.91

161.74 195.80 232.49

47.63 54.49 74.36

5.39 6.52 10.77

1,117.30 1,285.58 1,464.82

2.94% 3.24% 3.70%

22.45 21.51 36.00

1.604 0.161 5.957

0.004% 0.005% 0.181%

3,828 6,192 13,600

7.13 8.08 7.81

2.33 2.70 2.82

1.80 2.13 2.210.49 0.57 0.69

10 Dec 9 Dec 8 Dec 8 Dec 8 Dec 8 Dec 8 Dec 8 Jan 10Nov2001 2002 2003 2004 2005 2006 2007 2008 2008

arrears12 or more months inarrears 0.02 0.03 0.04 0.02 0.08 0.07 0.06 0.07 0.11

Total number ofloans outstanding inarrears 5.37 9.26 ' 8.40 10.07 10.27 9.75 11.81 13.54 13.65

Total number ofloans outstanding ¡narrears as % of thenumber of loansoutstanding 1.88% 2.55% 2.35% 2.49% 2.58% 2.57% 2.73% 3.06% 3.22%

Number of properties¡n possession 29 34 85 113 206 243 319 310 335

Number of propertiessold during the year 41 148 173 197 248 416 419 26 438

(1) Net loss is net of recoveries in the current period on properties sold in prior periods.(2) Average of opening and closing balances for the period.

The term "repossessions" in the table above expresses the number of properties taken intopossession during the applicable period, as a percentage of the number of loans outstanding at the end ofthe period.

There can be no assurance that the arrears and repossession experience with respect to the loanscomprising the portfolio in the future will correspond to the experience of the loans in the mortgages trust asset forth in the foregoing table. If the property market experiences an overall decline in property values sothat the value of the properties in the portfolio falls below the principal balances of the loans, the actual ratesof arrears and repossessions could be significantly higher than those previously experienced. In addition,other adverse economic conditions, whether or not they affect property values, may nonetheless affect thetimely payment by borrowers of principal and interest and, accordingly, the rates of arrears, repossessionsand losses with respect to the loans ¡n the portfolio. Noteholders should observe that the United Kingdomexperienced relatively low and stable ¡nterest rates during the periods covered ¡n the preceding table. If¡nterest rates were to rise, it is likely that the rate of arrears and repossessions likewise would rise.

ANNEX E

Static pool data

The tables below set out, to the extent material, certain static pool information with respect to the loans¡n the mortgages trust.

Static pool information on prepayments has not been included because changes in prepayment andpayment rates historically have not affected repayment of the issuing entity notes, and are not anticipated tohave a significant effect on future payments on the issuing entity notes for a number of reasons. Themechanics of the mortgages trust require an extended cash accumulation period when prepayment rates fallbelow certain minima required by the rating agencies, serving to limit the extent to which slow prepaymentswould cause the average lives of the issuing entity notes to extend. Conversely, rapid prepayments shouldnot cause the average lives of the issuing entity notes to shorten so long as the seller maintains the minimumrequired mortgages trust size. Furthermore, only a limited amount of note principal in relation to the verylarge mortgages trust size is actually due to be repaid on any particular ¡nterest payment date.

One of the characteristics of the mortgages trust ¡s that the seller is able to sell more loans to themortgages trustee over time, whether ¡n connection with an issuance of issuing entity notes or in order tomaintain the minimum seller share. To aid in understanding changes to the mortgages trust over time, thefollowing table sets out information relating to each sale of loans by the seller to the mortgages trusteepursuant to the mortgage sale agreement linked to a note issue.

DateBalance of loans

soldNumber of loans

soldIn connection with

note issue by26 July 200029 November 200023 May 20015 July 20018 November 20017 November 200226 March 20031 April 20048 December 20058 August 200628 November 2006

28 March 2007

20 June 2007

21 December 2007

10 April 2008

18 December 2008

£6,399,214,137£0

£5,675,174,662£0

£6,316,801,008£7,721,958,214

£0£6,903,977,960

£0£0£0

£10,749,721,703

£0

£0

£5,500,000,000

£14,777,000,000 .

115,1910

90,0880

88,154100,534

080,529

000

98,169

0

0

42,000

104,435

Holmes Financing (No. 1) PLCHolmes Financing (No. 2) PLCHolmes Financing (No. 3) PLCHolmes Financing (No. 4) PLCHolmes Financing (No. 5) PLCHolmes Financing (No. 6) PLCHolmes Financing (No. 7) PLCHolmes Financing (No. 8) PLCHolmes Financing (No. 9) PLC

Holmes Financing (No. 10) PLCHolmes Master Issuer PLC

(in respect of the issue 2006-1 notes)Holmes Master Issuer PLC

(in respect of the issue 2007-1 notes)Holmes Master Issuer PLC

(in respect of the issue 2007-2 notes)Holmes Master Issuer PLC

(in respect of the issue 2007-3 notes)Holmes Master Issuer PLC

(in respect of the issue 2008-1 notes)Holmes Master Issuer PLC

(¡n respect of the issue 2008-2 notes)

The sale of new loans by the seller to the mortgages trustee is subject to conditions, including onesrequired by the rating agencies, designed to maintain certain credit-related and other characteristics of themortgages trust. These include limits on loans in arrears in the mortgages trust at the time of sale, limits onthe aggregate balance of loans sold, limits on changes in the weighted average repossession frequency andthe weighted average loss severity, minimum yield for the loans in the mortgages trust after the sale andmaximum loan-to-value ratio for the loans in the mortgages trust after the sale. See a description of theseconditions in "Assignment of the loans and their related security" in the base prospectus.

Portfolio arrears by year of origination

The following tables show, for each of the last five years of origination, the distribution of loans in themortgages trust originated ¡n that year by delinquency category as at each year-end starting in 2003. Thetables include loans that are secured by mortgaged properties subject to foreclosure proceedings and inpossession.

Static pool information is not deemed part of these final terms to the extent that the static poolinformation relates to loans originated by Abbey before 1 January 2006. No loans in the mortgages trustwere originated after 31 December 2007.

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Listing and admission to trading application

These final terms comprise the final terms required for the issuing entity notes described herein to beadmitted to the Officia! List of the UK Listing Authority and admitted to trading on the Regulated Market of theLondon Stock Exchange pursuant to the Residential Mortgage-Backed Note Issuance Programme of HolmesMaster Issuer PLC.

Responsibility

The issuing entity accepts responsibility for the information contained in these final terms.

Signed on behalf of the issuing entity:

By:

Duly authorised b tH

Martin MeDermottDirector