Prospectus excerpt:  We are offering $250,000,000 aggregate principal amount of 6.75% Perpetual Subordinated Capital Securities, or Capital Securities. The Capital Securities will be issued pursuant to the subordinated indenture as supplemented by a supplemental indenture, each as described herein.

The Capital Securities will bear interest from the date of original issuance at a rate of 6.75% per annum on their outstanding principal amount, payable in U.S. dollars quarterly in arrear on March 23, June 23, September 23 and December 23 of each year, beginning on September 23, 2004. Interest payable on September 23, 2004 for the interest period will equal $0.2250 per Capital Security. Interest payments on the Capital Securities may be deferred as described under "Certain Terms of the Capital Securities?Deferred Interest" in this prospectus supplement. At our option, we may elect to pay interest that is not deferred through the alternative coupon satisfaction mechanism described herein. Deferred interest will be satisfied only upon a redemption or exchange of the Capital Securities only in accordance with the alternative coupon satisfaction mechanism or upon our winding up. We may, at our option, and subject to certain conditions described herein, exchange the Capital Securities in whole or in part on any interest payment date falling on or after March 23, 2010 into one or more series of our preference shares.

The Capital Securities have no maturity date. At our option, however, we may redeem the Capital Securities on any interest payment date falling on or after September 23, 2009 at their principal amount together with any accrued and unpaid interest, including deferred interest, subject to our obligation to make payment of any deferred interest only through the alternative coupon satisfaction mechanism. We may also redeem the Capital Securities at any time in the event of a change in certain U.K. regulatory requirements applicable to us or for certain tax reasons as described under "Certain Terms of the Capital Securities?Redemption".

The preference shares that we may issue upon exchange of the Capital Securities will be dollar denominated preference shares with a liquidation preference equal to $25 per share paying non-cumulative preferential dividends quarterly in arrears, if declared, of 6.75% of the liquidation preference per annum. Dividends on our non-cumulative preference shares will be payable on any dividend payment date only (a) if we have distributable profits, (b) we are not prohibited from paying a dividend under the terms of a Parity Security, (c) we meet certain other conditions described herein and (d) our board of directors elects, in its sole discretion, to declare dividends. If we do not pay a dividend on our preference shares on a dividend payment date, we will be restricted in our ability to make payments on or redeem certain parity and junior securities. The preference shares will be represented by American depositary shares and evidenced by American depositary receipts.