SUPPLEMENT TO THE AMENDED AND RESTATED INTERCOMPANY LOAN AGREEMENT

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Austin Barrett
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1 EXECUTION COPY SUPPLEMENT TO THE AMENDED AND RESTATED INTERCOMPANY LOAN AGREEMENT Amendment to the Series 58 Term Advance 23 JUNE 2015 ABBEY COVERED BONDS LLP as the LLP and ABBEY NATIONAL TREASURY SERVICES plc as Issuer and SANTANDER UK plc as Cash Manager and DEUTSCHE TRUSTEE COMPANY LIMITED as Security Trustee Allen & Overy LLP ICM:

2 CONTENTS Clause Page 1. Definitions and Interpretation Amendment to the Series 58 Term Advance and Series 58 Term Advance Notice Supplemental Further Assurance Miscellaneous... 2

3 THIS SUPPLEMENT TO THE AMENDED AND RESTATED INTERCOMPANY LOAN AGREEMENT is made on 23 June 2015 BETWEEN: (1) ABBEY COVERED BONDS LLP (registered number OC312644), a limited liability partnership incorporated under the laws of England and Wales, whose registered office is at 2 Triton Square, Regent's Place, London NW1 3AN (referred to herein as the LLP); (2) ABBEY NATIONAL TREASURY SERVICES plc (registered number ), a public limited company incorporated under the laws of England and Wales, whose registered office is at 2 Triton Square, Regent's Place, London NW1 3AN (in its capacity as the Issuer); (3) SANTANDER UK plc (previously known as Abbey National plc) (registered number ), a public limited company incorporated under the laws of England and Wales, whose registered office is at 2 Triton Square, Regent's Place, London NW1 3AN (in its capacity as the Cash Manager); and (4) DEUTSCHE TRUSTEE COMPANY LIMITED, a company incorporated under the laws of England and Wales whose registered office is at Winchester House, 1 Great Winchester Street, London EC2N 2DB (in its capacity as the Security Trustee). RECITALS: (A) (B) (C) This supplemental agreement (this Agreement) is supplemental to the intercompany loan agreement made between the parties hereto on 3 June 2005, as amended and restated on 4 October 2007 and 20 May 2008 (the Existing Intercompany Loan Agreement). On 20 January 2014, the Issuer issued the Series 58 Covered Bonds and the Issuer delivered to the LLP notice of a corresponding Term Advance (such notice, the Series 58 Term Advance Notice, and such advance, the Series 58 Term Advance). The parties have agreed to enter into this Agreement to correct a manifest error in the Series 58 Term Advance Notice and amend the Series 58 Term Advance accordingly, as described below. IT IS AGREED as follows: 1. DEFINITIONS AND INTERPRETATION Terms defined in the Existing Intercompany Loan Agreement shall, unless otherwise defined herein, have the same meaning herein. 2. AMENDMENT TO THE SERIES 58 TERM ADVANCE The parties hereto agree that, with effect on and from 20 July 2015, for the purposes of clause 6.2 of the Existing Intercompany Loan Agreement, the interest payable in respect of the Series 58 Term Advance for each Loan Interest Period in respect of that Series 58 Term Advance shall be equal to 3 month LIBOR per cent. per annum up to but excluding the Final Maturity Date and 1 month LIBOR per cent. per annum from and including the Final Maturity Date to but excluding the Extended Due for Payment Date, and the Series 58 Term Advance Notice shall be construed accordingly ICM:

4 3. SUPPLEMENTAL This Agreement is supplemental to the Existing Intercompany Loan Agreement. Save as expressly amended by this Agreement, the Existing Intercompany Loan Agreement shall remain in full force and effect and all of the other rights, powers, obligations and immunities comprised therein and arising pursuant thereto shall remain in full force and effect notwithstanding this Agreement. The Existing Intercompany Loan Agreement shall henceforth be read and construed as one document and, with effect on and from the date hereof, references in the Existing Intercompany Loan Agreement to "this Agreement" shall be read as references to the Existing Intercompany Loan Agreement as supplemented by this Agreement. 4. FURTHER ASSURANCE Each of the parties hereto shall do all such acts and things necessary or desirable to give effect to the amendments effected by this Agreement. 5. MISCELLANEOUS 5.1 Governing Law This Agreement, and any non-contractual obligations arising out of or in connection with it, shall be governed by, and construed in accordance with English law. 5.2 Counterparts This Agreement may be executed and delivered in any number of counterparts, all of which, taken together, shall constitute one and the same agreement and any party to this Agreement may enter into the same by executing and delivering a counterpart. 5.3 Counterparts A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, but this does not affect any right or remedy of a third party which exists or is available apart from that Act ICM:

THIRD AMENDED AND RESTATED BANK ACCOUNT AGREEMENT

EXECUTION VERSION THIRD AMENDED AND RESTATED BANK ACCOUNT AGREEMENT 23 JUNE 2015 ABBEY COVERED BONDS LLP as the LLP and ABBEY NATIONAL TREASURY SERVICES PLC as an Account Bank and SANTANDER UK PLC as Cash