Peabody Trust
20 November 2007


                                  PEABODY TRUST
                       THE GOVERNORS OF THE PEABODY TRUST
         (formerly known as The Governors of the Peabody Donation Fund)
                                  (the Issuer)
       (Peabody Trust (formerly known as The Peabody Donation Fund) being
      a registered charity with registered number 20606 and registered as a
    social landlord under the Housing Act 1996 with the Housing Corporation
                          with registered number L0014)
                                         
                                        
                                     NOTICE
                                        
                         to the holders of those of the
                                  £78,484,700
                10.25 per cent Guaranteed Secured Stock due 2023
                               ISIN GB0006764566)
           unconditionally and irrevocably guaranteed as to scheduled
                  payments of principal and interest pursuant
              to a financial guarantee insurance policy issued by
                           AMBAC ASSURANCE UK LIMITED
           (incorporated in England and Wales with limited liability)
                of the Issuer presently outstanding (the Stock)
                                        
The Issuer hereby offers and agrees to purchase any Stock offered to it before 
3pm on 4 December, 2007 at a margin over the gross redemption yield on the UK 5%
Treasury Stock 2025 of 0.35 per cent per annum, together with interest accrued 
up to and including the date of settlement. The price of such purchases will be 
set at 3pm on 4 December, 2007 by the Royal Bank of Canada Europe Limited acting 
as agent for the Issuer and will be for value 18 December, 2007. Any Stock 
purchased by the Issuer will be cancelled and will not be available for 
re-issue.

Any holder who wishes to offer its Stock for purchase on the above terms should
contact Royal Bank of Canada Europe Limited on 020 7029 7034 as soon as possible
and in any event by no later than 3pm on 4 December, 2007.

The Issuer will not tender for any further Stock, not exercise its entitlement
(in accordance with the Conditions endorsed on each Stock certificate) to redeem
the whole or any part of the Stock prior to the stated maturity date, in each 
case for the period of twelve months from the date of this announcement.

If as a result of all purchases made pursuant to this offer there will be less 
than £200,000 in nominal value of Stock remaining outstanding then, in
accordance with the Listing Rules of the UK Listing Authority, the Financial
Services Authority (acting in its capacity as the UK Listing Authority) may
cancel the listing of the remaining Stock unless it is satisfied that there
will remain an adequate market for the Stock. If all of the Stock is purchased,
then the Issuer shall apply for cancellation of the Listing of the Stock.

This offer is available to all holders of the Stock alike. A copy of this Notice 
is being sent today by first-class post to all registered holders of the Stock.

This Notice is given by

The Governors of the Peabody Trust
45 Westminster Bridge Road
London SE1 7JB

Dated 20 November, 2007



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