RNS Number:4612H
Southern Pacific Securities C PLC
13 February 2003



AMENDMENT TO THE NOTICE OF MEETING OF NOTEHOLDERS

#301,530,000 Class A Mortgage Backed Floating Rate Notes due 2039 
#28,350,000 Class M Mortgage Backed Floating Rate Notes due 2039 and 
#20,120,000 Class B Mortgage Backed Floating Rate Notes due 2039 
issued by Southern Pacific Securities C plc


On 10 February 2003 Southern Pacific Securities C plc (the "issuer") gave notice
(the "notice") to the holders (the "Noteholders") of #301,530,000 Class A
Mortgage Backed Floating Rate Notes due 2039 (the "Class A Notes"), #28,350,000
Class M Mortgage Backed Floating Rate Notes due 2039 (the "Class M Notes") and
#20,120,000 Class B Mortgage Backed Floating Rate Notes due 2039 (the "Class B
Notes") issued by Southern Pacific Securities C plc (the "Notes") that a Meeting
of Noteholders would be held at the offices of Clifford Chance Limited Liability
Partnership, 200 Aldersgate Street, London EC1A 4JJ on 4 March 2003 to consider
and if thought fit to pass Extraordinary Resolutions. The Second Extraordinary
Resolution proposed that modifications should be made to the Terms and
Conditions of the Notes and the Trust Deed as set out in the Notice. One of
these modifications, which was set out in paragraph 1(b) of the Notice, was to
amend Condition 4(c)(iv) as follows:

" that part of the interest on the A Notes as is represented by the Detachable A
Coupons (which only apply to Interest Payment Dates up to and including the
Interest Payment Date in June 2004) shall be 2 per cent. per annum." 

A mistake was made in (he paragraph referred to above and the modification
should have proposed that Condition 4(c)(iv) be amended such that the Detachable
A Coupons will only bear interest up to and including the Interest Payment Date
in September 2004. As a consequence, paragraph 1(b) of the Second Extraordinary
Resolution set out in the Notice should be amended such that Condition 4(c)(iv)
shall read as follows;

"that part of the interest on the A Notes as is represented by the Detachable A
Coupons (which only apply to Interest Payment Dates up to and including the
Interest Payment Date in September 2004) shall be 2 per cent. per annum."

The Notice should now be read to incorporate the provisions set out above. As a
result of this on 4 March 2003 the Class A Noteholders will therefore be asked
to vote on the First Extraordinary Resolution and each class of Noteholders will
therefore be asked to vote on the Second Extraordinary Resolution, as amended by
the provisions referred to above.

Noteholders should contact Milind Chaukar at Lehman Brothers International
(Europe) on +44 207 256 4531 with any questions relating to the matters
contemplated by the Extraordinary Resolutions. Capitalised words and expressions
used in this notice shall, unless Otherwise defined herein, have the meaning
ascribed to them in the Offering Circular and the Terms and Conditions of the
Notes.


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