SOUTHERN PACIFIC FINANCING 04-A PLC - Notice to Noteholders

                      SOUTHERN PACIFIC FINANCING 04-A PLC

                                   4th Floor

                                40 Dukes Place

                                    London

                                   EC3A 7NH

   (a public limited company incorporated in England & Wales with registered
                                number 5018816)

                   INSTRUMENT HOLDER IDENTIFICATION REQUEST

       £305,200,000 Class A Mortgage Backed Floating Rate Notes due 2042

                           Reg S ISIN: XS0190203124

       £21,000,000 Class B Mortgage Backed Floating Rate Notes due 2042

                           Reg S ISIN: XS0190204445

       £11,550,000 Class C Mortgage Backed Floating Rate Notes due 2042

                           Reg S ISIN: XS0190205178

        £8,750,000 Class D Mortgage Backed Floating Rate Notes due 2042

                           Reg S ISIN: XS0190205681

        £3,500,000 Class E Mortgage Backed Floating Rate Notes due 2042

                           Reg S ISIN: XS0190206143

Purpose of this Request

The Issuer has been requested by Lloyds Bank plc as Liquidity Facility Provider
("Lloyds") to send out this identification request on their behalf. Lloyds
would like to identify the Instrumentholders for the reasons set out in the
attached Notice from Lloyds.

The Issuer has been informed by Lloyds that any information gathered through
this exercise, subject to applicable laws and regulations, will be kept
confidential within the group consisting of Lloyds and its professional
advisers, and will be used by members of that group only to contact
Instrumentholders.

Action Requested and Deadline

Lloyds requests that Instrumentholders and custodians return to its duly
appointed Information Agent, Lucid Issuer Services Limited, a completed
Instrumentholder Reply Form in the form attached as a schedule hereto by email
to [e-mail], or an electronic instruction through the relevant
clearing system, no later than 5p.m.London timeon 25 September 2014 in respect
of each Beneficial Holder for whom they hold the securities specified above.
Instrumentholders will be expected to provide evidence, to the satisfaction of
Lucid, of their holdings in any of the Instruments as of close of business on
12 September 2014.

  IMPORTANT COMMUNICATION FROM LLOYDS BANK PLC FOR THE INSTRUMENTHOLDERS OF:

                      SOUTHERN PACIFIC FINANCING 04-A PLC

Lloyds Bank plc as the Liquidity Facility Provider under Southern Pacific
Financing 04-A Plc securitisation would like to put forward proposals around
the restructuring of the liquidity facility, encompassing a reduction of the
amount of the liquidity facility commitment and a reversal of the standby
drawing by way of amending the Liquidity Facility Agreement. This would benefit
the Instrumentholders by reducing costs incurred by the Issuer and therefore
increase the amounts available to Instrumentholders. The amendment proposals
will also include significant consent fees available to all classes of
Instrumentholders required to vote to support the amendments. Consent fees will
be payable to Instrumentholders who vote to approve the proposed amendments in
the event that the amendments are effected.

Lloyds Bank plc wishes to identify Instrumentholders to facilitate forthcoming
communication about the proposals.

For and on behalf of

Lloyds Bank plc

If you have any questions or require any clarification about this Notice,
please contact Lucid at the contact details below.

In accordance with normal practice, neither the Issuer nor the Trustee(nor any
of their respective advisors) has been involved in the formulation of this N
otice or has verified the information contained in any part of the Notice.
Further, neither the Issuer nor the Trustee(nor any of their respective
advisors) expresses any opinion as to the purpose or merits of the contents of
this Notice or as to the action Instrumentholders should take in relation
thereto.Neither the Issuer nor the Trustee(nor any of their respective
advisors) makes any representation regarding the accuracy, sufficiency,
relevance or otherwise of anyinformation contained in this Notice or otherwise
disclosed or to be disclosed to Instrumentholder by Lloyds, its advisers or
agents.Neither the Issuer nor the Trustee(nor any of their respective advisors)
accepts any liability in relation to the matters set out in this Notice or in
connection with any communications or dealings with Lloydsor its advisers or
agents.

Please note that nothing in this Notice is intended to amount to an invitation
or inducement to engage in investment activity nor does it constitute or form
part of, and should not be construed as, an offer for sale, exchange or
subscription of, or a solicitation of any offer to buy, exchange or subscribe
for any securities of the Issuer or any other entity. The distribution of this
Notice may nonetheless be restricted by law in certain jurisdictions. Persons
into whose possession this Notice comes are required by the Issuer and the
Trustee and to inform themselves about, and to observe, any such restrictions.
This Notice does not constitute a solicitation in any circumstances in which
such solicitation is unlawful. Neither the Issuer nor the Trustee will incur
any liability for its own failure or the failure of any other person or persons
to comply with the provisions of any such restrictions.

This Notice is given by the Issuer.

Queries may be addressed to the Information Agent as follows:

Lucid Issuer Services Limited
Attention: Victor Parzyjagla
Telephone: + 44 20 7704 0880
Fax: + 44 20 7067 9098
E-mail: [e-mail]

This Notice is dated 15 September 2014.

                                   Schedule

                          INSTRUMENTHOLDER REPLY FORM

A. As of the close of business on 12September 2014 (the "Record Date"), the
person identified in section D below was the Beneficial Holder of the following
Securities:

Title of the Securities      Class             ISIN              Position

    Southern Pacific           A           XS0190203124     £
   Financing 04-A PLC

    Southern Pacific           B           XS0190204445     £
   Financing 04-A PLC

    Southern Pacific           C           XS0190205178     £
   Financing 04-A PLC

    Southern Pacific           D           XS0190205681     £
   Financing 04-A PLC

    Southern Pacific           E           XS0190206143     £
   Financing 04-A PLC

B. The name of the Direct Participant who is shown in the records of the
clearing and settlement systems of Euroclear or Clearstream is: ________

C. The Direct Participant's DTC ☐* or Euroclear ☐* or Clearstream ☐* account
number is: _____________
*please tick as appropriate

D. The name and contact details of the Beneficial Holderof the Instruments are

          Name of Beneficial Holder:

   Authorized Employee of Beneficial
                             Holder:

                  (if institutional)

                           Domicile:

                   Telephone Number:

                     E-mail Address:

E. The contact details of the Direct Participant (mentioned in section B above)
of the Instruments is:

   Authorized Employee of Custodian:

                         Department:

                              Title:

                   Telephone Number:

                             E-mail:

                          Signature:

Please return all pages of this form by 5 p.m. London time on 25 September 2014
                                      to:

Lucid Issuer Services Limited
Attention: Victor Parzyjagla
Fax: + 44 20 7067 9098
E-mail: [e-mail]

 If you have any questions on any part of this form, please call Lucid on
                            + 44 20 7704 0880.

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