1.	The name of the Company is "The Royal Bank of Scotland Group public limited company".1
2.	The Company is to be a public company.

3.	The registered office of the Company will be situate in Scotland.

4.	The objects for which the Company is established are2:-

(1)

To carry on in any part of the world the business of banking in all or any of its aspects, conformably with the laws relating to banking whether passed before or after the date of adoption of this clause in any of the territories in which the powers hereby conferred are exercised, and generally in carrying on its said business and as ancillary thereto to do all acts and things which may seem desirable to be done in the conduct of the businesses of banking or dealing in money and securities for money or which may conduce or be calculated directly or indirectly to facilitate or render profitable the prosecution or such businesses or may be calculated to promote the profitable employment or use of the assets of the Company; and, in particular, and without prejudice to such generality:-

		(i)	to issue notes of all denominations or amounts payable to bearer subject to compliance with any legal requirements from time to time applicable thereto and to any special liability which may attach by law thereto and to perform the obligations thereby undertaken;

		(ii)	to receive, collect, obtain, and retain money on deposit, current or savings account or on loan or otherwise, and whether at interest or otherwise, and to obtain the use and control of money and securities and to transmit the same and to employ and use the same in any manner thought fit;

______________________________________

The Company was incorporated under the name "National and Commercial Banking Group Limited" and its name was changed to The Royal Bank of Scotland Group Limited" by Special Resolution passed on 4th July, 1979. By Resolution of the Directors passed on 28th January, 1982, pursuant to section 8 of the Companies Act, 1980, the name of the Company was changed to "The Royal Bank of Scotland Group public limited company".

2	This clause was substituted by Special Resolution passed on 12th January, 1984.

		(iii)	to advance, lend, place or deposit money, securities or any other property of every kind whether without security or with security of any nature or kind whatsoever, heritable or moveable, real or personal or otherwise, and generally to grant credit or credit facilities of any nature and to make or negotiate loans and advances, whether to be made by the Company, by the Company and others or by others, to any company or person, all upon such terms as to interest or otherwise as may be thought fit;

		(iv)	to draw, accept, endorse, grant, discount, acquire, tender for, subscribe, buy, sell, issue, negotiate, transfer, hold, invest or deal in and borrow against, secure, retire, pay or otherwise dispose of or deal with cheques, orders, drafts, bills of exchange, promissory notes, and other instruments, securities and obligations of every kind (whether or not transferable or negotiable);

		(v)	to grant, issue, negotiate, honour, retire, pay and meet obligations arising from bankers' cards, cheque, guarantee and cash cards, credit cards, letters of credit, circular notes, travel and travellers cheques, drafts and other instruments, and all other cheques, instruments, cards or devices (whether evidenced or recorded by visible, electronic or other means) used for the payment of debts, discharge of obligations or the transfer of funds, certificates and securities, whether to bearer or otherwise, and whether providing for the payment of money or the delivery of bullion or otherwise; to make the same or any of them assignable absolutely or otherwise; and generally to transact business in relation to all kinds of payment or transfer systems or methods used by bankers or others for the transfer of funds and settlement of debts or transactions (whether in securities or otherwise);

		(vi)	to buy, hold, sell and deal in foreign exchange, currency, bullion, specie, commodities and futures of any description and precious and other metals;

		(vii)	to receive money, valuables, securities, deeds, and any other items or documents on deposit or for safe custody or otherwise, and with or without undertaking liability for any loss thereof or injury thereto and with or without remuneration.

	(2)	To carry on the business of a holding company in all its aspects and to co-ordinate, finance, assist, subsidise and manage all or any part of the businesses and operations of any and all companies in which the Company is interested whether as a shareholder or otherwise and whether directly or indirectly.

	(3)	To finance or assist in financing the purchase, improvement, retention, hire, lease or sale of any heritable or moveable, real or personal property of all and every kind or description by way of hire purchase, instalment finance, rental finance, deferred payment, factoring or leasing or otherwise, and to institute, enter into, carry on, subsidise, finance or assist in subsidising or financing the purchase, improvement, retention, hire, lease, sale or maintenance of any

		heritable or moveable, real or personal property of all and every kind and description upon any terms whatsoever, to acquire and discount agreements or any rights thereunder, by way of hire purchase, instalment finance, rental finance, deferred payment or otherwise, whether proprietary or contractual, and to acquire by assignation, charge, assignment, or otherwise debts due and owing to any company or person and to collect such debts.

	(4)	To subscribe, enter into or tender for, purchase or otherwise acquire, and to hold, dispose of and deal with the shares, stock, securities and evidence of indebtedness or of the right to participate in profits or assets or other similar documents issued by any company or person or any other kind of heritable or moveable, real or personal property including (but without limitation) futures contracts or arrangements of any nature and interest exchange arrangements and any options or other rights in respect of any securities or any other kind of heritable or moveable, real or personal property as aforesaid and generally both in relation to securities and in relation to any other kind of heritable or moveable, real or personal property to carry on the business of a dealing company in all its aspects; and to promote, effect, insure, guarantee, underwrite, secure the subscription or placing of, subscribe or tender for or procure subscription of (whether conditionally or absolutely), participate in, manage (whether on commission or not) carry out or perform any other function in relation to any issue (public or private) of the securities of any company or person, and any options or rights in respect thereof and to lend money for the purposes of or to facilitate any such issue.

	(5)	To enter into any guarantee, bond, recognisance or contract of warranty or indemnity or suretyship of any nature whatsoever and generally, whether with or without the Company receiving any consideration, to guarantee or to grant any indemnity in respect of or to secure or support or otherwise be responsible or liable for (whether by way of bond, guarantee or otherwise and with or without a personal covenant and with or without a heritable security or other fixed security or assignation in security or assignation or assignment or other conveyance or mortgage or pledge of or charge over or set-off against or lien upon all or any part of the undertaking and assets, present and future, and the uncalled capital of the Company or in any other manner) the performance of any contracts, obligations or commitments of any company or person (including but without limitation any company which is for the time being a subsidiary or a holding company of the Company or another subsidiary of a holding company of the Company or which is in any way whatsoever allied to or associated with the Company or with any such holding company or subsidiary or in which the Company or any such holding company, subsidiary or allied or associated company is interested whether as a shareholder or otherwise and whether directly or indirectly) and in particular (but without prejudice to the generality of the foregoing) by all or any of such methods or in any other manner to guarantee, provide security for, support and become responsible or liable for or in respect of the validity, reliability or authenticity of all kinds of titles, securities, instruments, deeds and documents and the payment of capital, principal, premiums, dividends, interest and other moneys and the performance of any obligations secured by or payable or performable under or in respect of any securities, to undertake the insurance, counter-

insurance and reinsurance of all kinds of risks, to obtain and receive all kinds of guarantees, counter-guarantees, indemnities and counter-indemnities, to take all other kinds of security whether by way of bond, personal covenant, heritable or other fixed security, assignation in security, assignment, mortgage, pledge, or charge or otherwise howsoever for or in respect of the performance or implementation of any obligations of any person or company and generally to carry on the business of a guarantee and indemnity company in all its aspects.

	(6)	To undertake and carry on business as promoters, agents, financiers, managers, traders, importers, exporters, concessionaires, jobbers, brokers, including commodity and mortgage brokers and stockbrokers, merchants, factors, mercantile agents, shipbrokers, underwriters, warehousemen, surveyors, auctioneers, valuers, property consultants and managers, land and estate agents, contractors, travel agents and aircraft, ship, hovercraft, and road and rail transport owners, hirers, charterers and operators; to undertake insurance and reinsurance and generally carry on the business of insurance in all its aspects; to act as agent, broker or underwriter for the placing of life, marine, fire, accident, fidelity, travel and all other classes of insurance; to act as agent or representative of owners or other persons having or claiming to have, any interest in vessels, aircraft, hovercraft, cargoes, freights, motor or railway vehicles or other machinery or other general merchandise, and any other subjects of insurance; and generally to undertake and carry on every kind of professional, mercantile, property or agency business in all its aspects and to become a subscriber to or member of or otherwise associated with any exchange or similar organisation or trade or other association.

	(7)	To act as and to undertake and execute the office and duties of executor, administrator, trustee or custodian trustee, and to undertake the duties and exercise the rights of a trust corporation and to undertake and execute trusts of all kinds, whether private or public, and whether inter vivos, contractual or mortis causa, including religious, educational or charitable trusts, and generally to carry on what is usually known as trustee and executor business, and in particular and without prejudice to the foregoing generality to undertake and execute the office of trustee or executor or administrator of wills, estates or settlements, trustee of deeds or documents securing debentures, debenture stock or other securities of any company or person or of pension, superannuation, benevolent or other funds or unit trusts, to establish, promote, continue and manage unit trusts, investment trusts, mutual funds and corporations, associations and partnerships of all types and to act as agent, factor, attorney, tutor, curator, judicial factor, receiver, liquidator, guardian, manager, member of committee or any other office of trust or responsibility with or without remuneration; and to make deposits, enter into recognisances and bonds of caution or security and otherwise give security for the due execution, and performance of the duties, of any of the said offices; with the power to the Company to charge interest at such rates as the Company may from time to time fix on all or any advances made or debts incurred by the Company while acting in any of such capacities.

	(8)	To accept, carry on, manage, sell, realise, transfer, dispose of and deal with any business comprised or included in any trust, settlement or estate of which the Company is trustee, executor, administrator, agent, factor, attorney, tutor, curator, judicial factor, guardian, liquidator, receiver, manager, member of committee or otherwise.

	(9)	To undertake on behalf of customers and others the investment, holding and management, realisation and re-investment of moneys, securities, investments and property of every kind upon such terms as may be thought desirable, to provide investment management services, to accept and hold either in the name of the Company or in any of its subsidiaries, or in any other manner moneys, securities, investments and property of any description paid, transferred, assigned or conveyed to or vested in the Company for management by it.

	(10)	To provide management, advisory, consultancy, secretarial, accountancy, statistical, legal and any technical, executive, supervisory or business services of any kind whatsoever for or in relation to any company, person, business or property of any description whatsoever.

	(11)	To undertake the office of treasurer, factor, registrar, director, secretary and transfer agent and to keep for any company or person any register relating to any stocks, funds, shares, or securities, and to undertake any duties in relation to the registration of transfers, the issue of certificates or otherwise.

	(12)	To create and issue any securities for any purpose including (but without limitation) by way of security or indemnity for or in respect of or by way of satisfaction of any liability whether of the Company or of any other company or person.

	(13)	To carry on the business of acquiring, selling, installing, operating, leasing, renting and providing data processing, storage and retrieval equipment and systems, computers, programs and other software, bureaux services and communication and information storage and retrieval systems of every kind.

	(14)	To apply for and take out, purchase or otherwise acquire any trade and service marks and names, designs, patents, patent rights, inventions, secret processes, copyrights, concessions, licences, grants or other exclusive or non-exclusive rights of any kind and to develop and turn to account and deal with the same in such manner as may be thought fit and to make experiments and tests and to carry on all kinds of research and development work.

	(15)	To seek for and secure and to utilise and develop any openings for the employment of capital and if thought fit to engage and employ specialists to investigate, explore and examine, whether specifically or generally, the prospects, character, situation, conditions and circumstances of any businesses, undertakings and concerns and any concessions, rights, properties or assets of any nature whatsoever.

	(16)	To establish and maintain branches, agencies and representative or other offices in any part of the world and to act as agents, and to act for and represent, or employ as agents, any company or person resident in the United Kingdom or elsewhere.

	(17)	To procure the Company to be registered, licensed or otherwise legally recognised in or under the laws of any place outside Scotland.

	(18)	To procure the quotation, registration or listing of securities of the Company or securities derived from or related to securities of the Company on any stock exchange or other market for securities in any part of the world.

	(19)	To take or concur in any steps or proceedings (including the undertaking of any obligation, monetary or otherwise) calculated to uphold or support the credit of the Company or any business with which it is associated directly or indirectly or to obtain, maintain, restore or justify public confidence, or to avert or minimise damage directly or indirectly affecting or likely to affect the business of the Company or any such other business as aforesaid.

	(20)	To borrow or raise money in any manner and on any terms whatsoever including (but without limitation) by the issue of securities, and to secure the repayment of any money borrowed, raised or owing or the performance of any obligation or guarantee by granting floating charges, heritable or other fixed securities, assignations in security, assignations or other conveyances or assignments or by mortgage or pledge of or charge over or lien upon, the whole or any part of the Company's property or assets (present and future) and any uncalled capital of the Company.

	(21)	To purchase or otherwise acquire or undertake the whole or any part of, or any interest in, the business, property, assets and liabilities of any company or person carrying on or interested in any business which the Company is empowered to carry on or possessed of property or assets suitable for the purposes of the Company which the Company is empowered to hold or deal in or with, and to continue or participate in the continuance of any such whole, part or interest so purchased, acquired or undertaken.

	(22)	To invest or lend or employ the funds of the Company in or upon such investments, securities, futures contracts or other arrangements and all other kinds of property (whether heritable or moveable, real or personal), rights or options or in such other manner as may be thought fit, to hold, sell or otherwise deal with such investments, securities, futures contracts, arrangements and other kinds of property, rights or options as aforesaid and generally to carry on the business of an investment company in all its aspects.

	(23)	To enter into such agreements and arrangements with bankers and others as to the general principles to be applied and method or procedure to be adopted in carrying out banking or other business in any country or district, or for regulating any of the details of such business, as may be proper and convenient.

	(24)	To enter into partnership or into any arrangement for sharing profits, union of interests, co-operation, joint adventure, reciprocal concession or otherwise with any company or person carrying on or engaged in or about to carry on or engage in any business or transaction capable of being conducted so as directly or indirectly to benefit the Company and to lend money to, guarantee the contracts and obligations of, or otherwise assist any such company or person and to take or otherwise acquire shares and securities of any such company or person, and to sell, hold, re-issue with or without guarantee or otherwise deal with the same.

	(25)	To amalgamate the Company with or to make arrangements for securing reciprocity of interests between the Company and any other company or person having objects similar to the objects of the Company or any of them, and that by the issue or sale to such other company or person of any of the securities of the Company or by purchase of all or any of the securities or other interest in the business of any such other company or person or by an arrangement of the nature of partnership or by an exchange of such securities or interests or by the sale of the whole or any part of the assets of the Company for the time being or by the purchase or acquisition of the whole or any part of the assets of such other company or person, and to exchange any of the assets of the Company for the time being for any other assets which the Company is entitled to hold; and to promote and facilitate any arrangements by way of sale or otherwise of shares and securities of the Company by the holders thereof having for its eventual object all or any of these purposes.

	(26)	To acquire and carry on any business carried on by a subsidiary or a holding company of the Company or another subsidiary of a holding company of the Company.

	(27)	To promote or join in the promotion of any company whether or not having objects similar (wholly or in part) to those of the Company including (but without limitation) the promotion of any company for the purpose of acquiring or taking over any part of the property and assets and liabilities of the Company or any subsidiary of the Company or of any other person or company.

	(28)	To purchase, take on lease, hire, take options over, exchange or otherwise acquire and to hold, administer, sell, feu, excamb, lease, grant options over, pledge, burden, charge, realise, invest, improve, manage, build, construct, equip, work, develop, turn to account and otherwise dispose of and deal with assets, moneys, lands, buildings, estates, works, structures, facilities, rights, concessions, licences, grants, patents, trade marks and other property, heritable and moveable, real and personal of every kind and wherever situated, and all or any part of the undertaking, properties, assets and rights of the Company or any undertaking, properties, assets and rights in which the Company may be interested with others.

(29)

To subscribe, donate or guarantee money or provide sponsorship for any international, national, charitable, benevolent, educational, social, sporting, public, general or useful object or for any exhibition or trade or other

association or for any purpose which may be considered likely directly or indirectly to further the interests of the Company or of its members or of any business with which the Company is associated directly or indirectly.

	(30)	To establish and maintain, take over, contribute to or otherwise subsidise or support any pension, superannuation, benevolent, sickness, medical or life assurance fund, scheme or arrangement (whether contributory or otherwise) for the benefit of, and to pay, give or procure the payment or giving of donations, gratuities, pensions, allowances, bonuses, emoluments or any other benefits to, any individuals who are or were at any time Directors, officers, employees, servants or agents of the Company or of any other company which is or was at any time its holding company or which is or was at any time a subsidiary of the Company or of any such holding company or which is or was at any time in any way whatsoever allied to or associated with the Company or with any such holding company or subsidiary or in which the Company or any such holding company or subsidiary or allied or associated company is or was at any time interested whether as a shareholder or otherwise and whether directly or indirectly or of any predecessor in business of the Company or of any subsidiary of the Company or of any such other company and the husbands, wives, widowers, widows, children, families, dependants and personal representatives of any such individuals as aforesaid and any other persons whose service or services have directly or indirectly been of benefit to the Company or to any such other company or to any such predecessor in business or who are considered to have any moral claim on the Company or on any such other company or on any such predecessor in business and to establish and maintain, take over, contribute to or otherwise subsidise or support any companies, institutions, associations, clubs, schools, buildings, housing schemes, trusts or funds which may be considered likely to benefit any such persons as aforesaid or to further the interests of the Company or of any such other company or of any such predecessor in business and make or provide for or procure the making of payments for or towards insuring any such persons as aforesaid against risks of all kinds.

	(31)	To establish, maintain, take over, operate, contribute to, subsidise and support any scheme, arrangement, fund or trust under or pursuant to which individuals who are or were at any time Directors, officers, employees, servants or agents of the Company or of any other company which is or was at any time its holding company or which is or was at any time a subsidiary of the Company or of any such holding company or which is or was at any time in any way whatsoever allied to or associated with the Company or with any such holding company or subsidiary or in which the Company or any such holding company or subsidiary or allied or associated company is or was at any time interested whether as a shareholder or otherwise howsoever and whether directly or indirectly or of any predecessor in business of the Company or of any such holding company or subsidiary or of any such other company and the husbands, wives, widowers, widows, children, families, dependants and personal representatives of any such individuals as aforesaid may share or participate in the profits of the Company or of any such holding company or subsidiary or of any such other company or may in any other manner whatsoever acquire rights or benefits which are referable to or dependent upon

or otherwise connected with the success or prosperity of the Company or of any such holding company or subsidiary or of any such other company or under or pursuant to which trustees may acquire shares in or other securities of the Company or any other company to be held for the benefit of such persons as aforesaid or any of them and (without prejudice to the generality of the foregoing) to such extent and in such manner as shall be legally permissible to lend or otherwise provide or procure or subsidise the lending or other provision of money to or directly or indirectly for the benefit of any such persons as aforesaid with a view to shares in or any other securities of the Company or of any such holding company or subsidiary or of any such other company being acquired or held by or directly or indirectly for the benefit of any such persons as aforesaid.

(32)	(i)	To purchase and maintain insurance for or for the benefit of any persons who are or were at any time Directors, officers or employees of the Company, or of any other company which is its holding company or in which the Company or such holding company or any of the predecessors of the Company or of such holding company has any interest, whether direct or indirect, or which is in any way allied to or associated with the Company, or of any subsidiary undertaking of or any other body, whether or not incorporated ("body") owned by or in which an interest is owned by the Company or any such other company, or who are or were at any time trustees of any pension fund or employees' share scheme in which employees of the company or any such company or subsidiary undertaking or body are interested, including (without prejudice to the generality of the foregoing) insurance against any liability incurred by such persons in respect of any act or omission in the actual or purported execution and/or discharge of their duties and/or the exercise or purported exercise of their powers and/or otherwise in relation to or in connection with their duties, powers or offices in relation to the Company or any such other company, subsidiary undertaking, body, pension fund or employees' share scheme; and

	(ii)	to such extent as may be permitted by law otherwise to indemnify or to exempt any such person against or from any such liability.

		For the purposes of this paragraph (32) "subsidiary undertaking" and "employees' share scheme" shall have the same meanings as in the Companies Act 1989 and the Companies Act 1985 respectively.

	(33)	To take over, accept, acquire, carry on or procure the carrying on of, the whole or any part of, or any interest in, any business or undertaking in which any customers or debtors (contingent or otherwise) of the Company or of any predecessor in business or subsidiary of the Company may be engaged or interested or the carrying on of which may be beneficial to the Company or any property or assets which any such customer or debtor may be possessed of or interested in, and to enter into and perform any obligations in connection therewith.

	(34)	To distribute among members of the Company in specie whether by way of dividend, bonus or otherwise any property of the Company or any proceeds of sale or other disposal of any property or assets of the Company, provided that no such distribution shall be made amounting to a reduction of capital, except with the sanction, if any, for the time being required by law.

	(35)	To accept all charters, dispositions, leases, charges, securities, conveyances, transfers, mortgages, assignations, assignments, surrenders or other deeds or instruments affecting heritable or moveable, real or personal property to be granted to the Company, and to execute and subscribe all charters, dispositions, leases, charges, securities, conveyances, transfers, mortgages, assignations, assignments, surrenders or other deeds or instruments to be granted by the Company.

	(36)	To enter into any arrangements with any Governments or authorities international, supreme, municipal, local or otherwise and to obtain from any such Government or authority any rights, privileges, charters, contracts, licences, or concessions which it may seem desirable to obtain and to carry out, exercise and comply therewith.

	(37)	To take, make, execute, enter into, commence, carry on, prosecute and defend all actions, steps, contracts, agreements, negotiations, legal and other proceedings, compromises, arrangements and schemes, and to apply for, promote and obtain any Acts of Parliament, Orders in Council, Provisional Orders, Statutory Instruments or other legislation or any acts, enactments, decrees, licences, concessions, orders or authorities of any Government or authority, international, supreme, municipal, local or otherwise, which may seem desirable for the purpose of extending or varying the objects or powers of the Company, or altering its constitution, or better enabling the Company to carry out its objects or otherwise advancing the Company's interests or those of any of its subsidiaries or of any person or company associated in business with the Company or with any of its subsidiaries and to oppose any bills, instruments, orders, proceedings or applications or other matters whatsoever which may seem likely directly or indirectly to prejudice any such interests.

	(38)	To do all or any of such things in any part of the world as principals, agents, nominees, attorneys, contractors, trustees or otherwise and by or through agents, nominees, subsidiaries, attorneys, contractors, trustees or otherwise and either alone or in conjunction with others.

	(39)	To carry on any other business or activity and do anything of any nature which may seem capable of being conveniently carried on or done in connection or in conjunction with or as ancillary to the above or by way of extension thereof, or likely directly or indirectly to enhance the value of or render profitable or more profitable all or any part of the Company's undertaking, property or assets or any property in which the Company may be interested or to utilise its know-how or expertise or to further any of its objects or otherwise to advance the interests of the Company or of its members.

(40)

To do all such other things as may be deemed incidental or conducive to the attainment of the above objects or any of them.

	And it is hereby declared that (i) "company" in this clause, except where used in reference to this Company, shall include any Government or any authority or body (whether statutory, international, supreme, local, municipal, public or otherwise), association, partnership, syndicate or other body of persons, whether incorporated or not incorporated, and whether formed, incorporated, domiciled or resident in the United Kingdom or elsewhere, (ii) "person" shall include any person acting in any capacity whatsoever, (iii) "subsidiary" and "holding company" shall be construed in accordance with Section 154 of the Companies Act, 1948 (or any provision of any Act amending, extending or re-enacting the same), (iv) "securities" shall include any fully, partly or nil paid or no par value share, stock, unit, debenture, debenture or loan stock perpetual, redeemable or otherwise, deposit receipt, certificate of title, certificate of deposit, depositary receipt, bill, bond, note, warrant, coupon, option, right to subscribe or convert, fund or similar right, interest or obligation payable to bearer or otherwise, (v) references in this clause (express or implied and howsoever worded) to money, debts, payments, securities, loans, advances, credits, drafts, cheques, instruments, devices, letters of credit, obligations, funds or transactions of any kind shall be construed respectively as references to money, debts, payments, securities, loans, advances, credits, drafts, cheques, instruments, devices, letters of credit, obligations, funds or transactions of any kind expressed or payable in sterling or in any other currency or in any combination of currencies, (vi) "and" and "or" shall mean "and/or" where the context so permits, (vii) "other" and "otherwise" shall not be construed ejusdem generis where a wider construction is possible, and (viii) the objects specified in the different paragraphs of this clause shall not, except where the context expressly so requires, be in any way limited or restricted by reference to or inference from the terms of any other paragraph or the order in which the paragraphs occur or by reference to the name of the Company, but may be carried out in as full and ample a manner and shall be construed in as wide a sense as if each of the said paragraphs defined the objects of a separate, distinct and independent company.


5.	The liability of the members is limited.

6.	The share capital* of the Company is £2 divided into eight Ordinary Shares of 5s. each

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*Note - The share capital of the Company was increased by:-

(i)	Special Resolution passed on 2nd April, 1968 to £6 by the creation of two 11 per cent Cumulative Preference Shares of £1 each and two 5½ per cent Cumulative Preference Shares of £1 each;
(ii)	Ordinary Resolutions passed on 17th July, 1968 to £30,000,000 by the creation of 116,399,992 additional Ordinary Shares of 5s each, 499,998 additional 11 per cent Cumulative Preference Shares of £1 each and 399,998 additional 5½ per cent Cumulative Preference Shares of £1 each.
(iii)	Ordinary Resolution passed on 10th January, 1974 to £60,000,000 by the creation of 120,000,000 additional Ordinary Shares of 25p each.
(iv)	Ordinary Resolution passed on 8th February, 1985 to £90,000,000 by the creation of 120,000,000 additional Ordinary Shares of 25p each.

(v)	Special Resolution passed on 30th August, 1989 to £290,000,000 by the creation of 200,000,000 Non-cumulative Sterling Preference Shares of £1 each.
(vi)	Ordinary Resolution passed on 30th August, 1989 to £460,900,000 by the creation of 683,600,000 additional Ordinary Shares of 25p each.
(vii)	Special Resolution passed on 30th August, 1989 by US$160,000 by the creation of 16,000,000 Non-cumulative Dollar Preference Shares of US$0.01 each.
(viii)	Special Resolution passed on 16th January, 1992 by US$160,000 by the creation of 16,000,000 Category II Non-cumulative Dollar Preference Shares of US$0.01 each.
(ix)	Special Resolution passed on 14th January, 1993 by US$200,000 by the creation of 20,000,000 additional Category II Non-cumulative Dollar Preference Shares of US$0.01 each.
(x)	Ordinary Resolution passed on 18th January, 1996 the creation of 15,000,000 additional Category II Non-cumulative Dollar Preference Shares of US$0.01 each.
(x)	Special Resolution passed on 16th January, 1997 the creation of 8,000,000 additional Category II Non-cumulative Dollar Preference Shares of US$0.01 each.
(xii)	Ordinary Resolution passed on 16th January, 1997 the creation of 100,000,000 additional Non-cumulative Sterling Preference Shares of £1 each.
(i)	Ordinary Resolution passed on 15th January, 1998 the creation of 8,000,000 additional Category II Non-cumulative Dollar Preference Shares of US$0.01 each.
(xiv)	Ordinary Resolution passed on 14th January, 1999 the creation of 30,000,000 additional Category II Non-cumulative Dollar Preference Shares of US$0.01 each.
(xv)	Ordinary Resolution passed on 13th January, 2000 the creation of 43,000,000 additional Category II Non-cumulative Dollar Preference Shares of US$0.01 each.
(xvi)	Special Resolutions passed on 13th January, 2000 the creation of 25,000,000 Non-cumulative Euro Preference Shares of €0.01 each, the creation of 82,500,000 additional Category II Non-cumulative Dollar Preference Shares of US$0.01 each, the creation of 41,000,000 additional Non-cumulative Euro Preference Shares of €0.01 each, the creation of 500,000 Non-cumulative Convertible Sterling Preference Shares of £0.01 each, 2,000,000 Non-cumulative Convertible Dollar Shares of US$0.01 and 2,000,000 Non-cumulative Convertible Euro Preference Shares of €0.01 each.
(xvii)	Special Resolution passed on 28th February, 2000 the creation of 3,039,375,406 additional Ordinary Shares of 25p each, the creation of 900,000 Category II Non-cumulative Convertible Preference Shares of £0.25 each.
(xviii)	Special Resolution passed on 20th June, 2000 the creation of 2,700,000 Additional Value Shares of £0.01each and 32,300,000,000 Non-Voting Deferred Shares of £0.01 each.
(xix)	Special Resolution passed on 11th April 2001 the creation of 900,000 additional Non-cumulative Convertible Dollar Preference Shares of US$0.01 each, 500,000 additional Non-cumulative Convertible Sterling Preference Shares of £0.01 each, 1,000,000 additional Non-cumulative Convertible Dollar Preference Shares of US$0.01 each and 1,000,000 additional Non-cumulative Convertible Euro Preference Shares of €0.01each.
(xx)	Special Resolution passed on 29th April 2004 the creation of 110 million additional Category II Non-cumulative Dollar Preference shares of US$0.01 each.
(xxi)	Special Resolutions passed on 20 April 2005 increased the authorised share capital by the creation of 1 billion ordinary shares of £0.25p each and 71 million category II non cumulative convertible dollar preference shares of US$0.01 each.
(xxii)	Ordinary Resolution passed on 25 April 2007 increased the authorised share capital by the creation of 6,434,972,616 ordinary shares of 25p each.

(xxiii)

Ordinary Resolution passed on 10 August 2007 increased the authorised share capital by the creation of 556,143,700 ordinary shares of 25p each. This increase was subject to all the conditions of the acquisition of ABN Amro being fulfilled or waived and this was confirmed on 17 October 2007.

(xxiv)

Ordinary Resolution passed on 23 April 2008 increased the authorised share capital by the creation of 200,000,000 additional category II non-cumulative dollar preference shares of US$0.01 each.

(xxv)

Ordinary Resolution passed on 15 May 2008 increased the authorised share capital by the creation of 7,123,010,462 ordinary shares of 25p each.

(xxvi)

Ordinary Resolution passed on 20 November 2008 increased the authorised share capital by the creation of 22,909,776,276 ordinary shares of 25p each.

(xxvii)

Ordinary Resolution passed on 3 April 2009 increased the authorised share capital by the creation of 30,000,000,000 ordinary shares of 25p each.

(xxviii)

Ordinary Resolution passed on 3 April 2009 increased the authorised share capital by the creation of 16,909,716,385 ordinary shares of 25p each.

(xxix)

On 14 April 2009 the company redeemed 5,000,000 Non-cumulative Sterling Preference Shares of £1 each and in accordance with the Articles of Association the nominal amount of these shares was, upon redemption, divided into and reclassified as 20,000,000 new ordinary shares of 25p each.

THE COMPANIES ACTS 1985 AND 1989

________________________________________________________________________

A PUBLIC COMPANY LIMITED BY SHARES

________________________________________________________________________

NEW ARTICLES OF ASSOCIATION

THE ROYAL BANK OF SCOTLAND GROUP

public limited company

Adopted by Special Resolution passed on 23 April 2008

(as amended by Special Resolution passed on 3 April 2009)

________________________________________________________________________

PRELIMINARY

1.	Non-application of statutory regulations

	The regulations in Table A in the Companies (Tables A to F) Regulations 1985 (and any Table A applicable to the Company under any former enactment relating to companies) shall not apply to the Company.

2.	Definitions and Interpretation

	In these presents (if not inconsistent with the subject or context) the words standing in the first column of the table next hereinafter contained shall bear the meanings set opposite to them respectively in the second column thereof.

	Words	Meanings
	"Additional Value Shares"	The meaning given in Article 4D.
	"Applicable Exchange Rate"	Such market rate of exchange as the Directors may consider appropriate for the purchase of any relevant Foreign Currency for Sterling or for any other Foreign Currency on such date as the Directors may consider appropriate.
	"Category II Non-cumulative Convertible Sterling Preference Share"	The meaning given in Article 4C.

	"Category II Non-cumulative Dollar Preference Share"	The meaning given in Article 4(E)(1).
	"Certificated share"	A share which is not an uncertificated share.
	"company communication provisions"	The same meaning as in Section 1143 of the 2006 Act.

	"Convertible Preference Shares"	The meaning given in Article 4B(4).
	"Cumulative Preference Shares"	The 5½ per cent Cumulative Preference Shares and the 11 per cent Cumulative Preference Shares.
	"Directors"	The Board of Directors of the Company, or an authorised Committee thereof.
	"Dividend"	Dividend and/or bonus.
	"electronic form"	The same meaning as in Section 1168 of the 2006 Act.
	"Euro" and "€"	The single currency of those member states of the European Union participating in European Monetary Union from time to time.
	"Foreign Currency"	Any lawful currency other than Sterling.
	"In Writing"	Written, or produced by any legible and non-transitory substitute for writing, or partly one and partly another.
	"The London Stock Exchange"	The London Stock Exchange Limited.
	"London Stock Exchange dealing day"	A day, other than a Saturday, Sunday or public holiday in the UK when the London Stock Exchange is open or was due to be open for trading.
	"Month"	Calendar month.

	"New Preference Shares"	The Non-cumulative Sterling Preference Shares, the Non-cumulative Dollar Preference Shares, the Non-cumulative Euro Preference Shares, the Category II Non-cumulative Dollar Preference Shares, the Convertible Preference Shares and the Category II Non-cumulative Convertible Sterling Preference Shares (which classes of non-cumulative preference shares all rank pari passu inter se as regards participation in the profits and assets of the Company), together with any other share in the capital of the Company (other than the Cumulative Preference Shares) which is expressed to rank as regards participation in the profits or assets of the Company in some or all respects pari passu therewith.
	"New Shares"	New Preference Shares or any further shares in the capital of the Company issued subsequent to 30th August 1989.
	"Non-cumulative Convertible Dollar Preference Share"	The meaning given in Article 4B(2).
	"Non-cumulative Convertible Euro Preference Share"	The meaning given in Article 4B(3).
	"Non-cumulative Convertible Sterling Preference Share"	The meaning given in Article 4B(1).
	"Non-cumulative Dollar Preference Shares"	The 16,000,000 Non-cumulative Dollar Preference Shares of US$0.01 each in the capital of the Company.
	"Non-cumulative Euro Preference Share"	The meaning given in Article 4A.
	"Non-cumulative Sterling Preference Shares"	The 300,000,000 Non-cumulative Sterling Preference Shares of £1 each in the capital of the Company.
	"Office"	The registered office of the Company for the time being.
	"Operator"	A person approved by the Treasury as operator of a relevant system under the Uncertificated Securities Regulations.
	"Paid"	Paid or credited as paid.

	"Participating class"	A class of shares title to which is permitted by an Operator to be transferred by means of a relevant system.
	"Relevant Section"	Section 133 of the 1989 Act.
	"Relevant system"	Any computer-based system and procedures, permitted by the Uncertificated Securities Regulations and the rules of the London Stock Exchange, which enable title to units of a security to be evidenced and transferred without a written instrument and which facilitate supplementary and incidental matters and shall include, without limitation, the relevant system of which Euroclear UK & Ireland Limited is the Operator.
	"Seal"	The Common Seal of the Company.
	"Securities Seal"	An official seal kept by the Company by virtue of Section 50 of the 2006 Act.
	"The Statutes"	The 1985 Act, the 1989 Act, any provision of the 2006 Act for the time being in force, and every other Act for the time being in force concerning companies and affecting the Company.
	"Subsidiary undertaking"	A subsidiary undertaking as defined in Section 1162 of the 2006 Act.
	"These presents"	These Articles of Association in their present form or as from time to time altered.
	"Transfer Office"	The place where the Register of Members is situate for the time being.
	"Uncertificated share"	A share of a class which is for the time being a participating class title to which is recorded in the Register of Members as being held in uncertificated form.
	"The Uncertificated Securities Regulations"	The Uncertificated Securities Regulations 2001 as amended from time to time and any provisions of or under the Statutes which supplement or replace such Regulations.
	"Undertaking"	An undertaking as defined in Section 1161 of the 2006 Act.

	"The United Kingdom"	Great Britain and Northern Ireland.
	"US$" and "Dollars"	The lawful currency for the time being of the United States of America.
	"Year"	Calendar Year.
	"5½ per cent Cumulative Preference Shares"	The 400,000 5½ per cent Cumulative Preference Shares of £1 each in the capital of the Company.
	"11 per cent Cumulative Preference Shares"	The 500,000 11 per cent Cumulative Preference Shares of £1 each in the capital of the Company.

The word "Act" related to a particular year refers to the Companies Act of that year.

The expressions "debenture" and "debenture-holder" shall include "debenture stock" and "debenture stockholder" respectively.

The expression "Base Rate" means the Base Rate from time to time of The Royal Bank of Scotland public limited company.

The expression "Secretary" shall (subject to the provisions of the Statutes) include any deputy secretary, assistant secretary and any other person appointed by the Directors to perform any of the duties of the Secretary and where two or more persons are appointed to act as joint secretaries shall include any one of those persons.

The expressions "recognised clearing house" and "recognised investment exchange" shall mean any clearing house or investment exchange (as the case may be) granted recognition under the Financial Services and Markets Act 2000.

All such of the provisions of these presents as are applicable to paid up shares (other than those relating to share warrants) shall apply to stock, and the words "share" and "shareholder" shall be construed accordingly.

References to the date of adoption of these presents are to the date of the Company's Annual General Meeting in 2008.

Words denoting the singular shall include the plural and vice versa. Words denoting the masculine gender shall include the feminine gender. Words denoting persons shall include partnerships, companies and corporations.

References to any statute or statutory provision shall (if not inconsistent with the subject or context) include any statutory modification or re-enactment thereof for the time being in force, whether made before, on or after the date of adoption of these presents.

Any words or expressions defined in the 1985 Act or the 1989 Act or the 2006 Act or the Uncertificated Securities Regulations shall (if not inconsistent with the subject or

context) bear the same meaning in these presents, save that the word "company" shall include any body corporate.

Headings and sub-headings to Articles are inserted for convenience only and shall not affect the construction of these presents.

Where for any purpose an Ordinary Resolution of the Company is expressed to be required under the provisions of these presents, a Special Resolution shall also be effective.

In Articles 84(A), 88, 110(A), 157 and 158 to 161 (inclusive) "address", in relation to communications in electronic form, includes any number or address used for the purposes of such communications.

BUSINESS

3.	Business activities

	Any activity or kind of business which the Company is either expressly or by implication authorised to undertake may be undertaken by the Directors at such time or times as they shall think fit, and further may be suffered by them to be in abeyance, whether such activity or kind of business may have been actually commenced or not, so long as the Directors may deem it expedient not to commence or proceed with the same.

CAPITAL

4.	Share capital

	The share capital of the Company at the date of adoption of these presents is:

	(a)	£4,518,532,930.50 divided into 500,000 11 per cent Cumulative Preference Shares of £1 each, 400,000 5½ per cent Cumulative Preference Shares of £1 each, 14,570,491,722 Ordinary Shares of 25p each, 1,000,000 Non-cumulative Convertible Sterling Preference Shares of £0.01 each, 900,000,000 Category II Non-cumulative Convertible Sterling Preference Shares of £0.25p each, 300,000,000 Non-cumulative Sterling Preference shares of £1 each, 2,700,000,000 Additional Value Shares of £0.01 each, and 32,300,000,000 Non-Voting Deferred Shares of £0.01 each;

	(b)	US$5,199,000 divided into 16,000,000 Non-cumulative Dollar Preference Shares of US$0.01 each, 500,000,000 Category II Non-cumulative Dollar Preference Shares of US$0.01 each, and 3,900,000 Non-cumulative Convertible Dollar Preference Shares of US$0.01 each; and

	(c)	€690,000 divided into 66,000,000 Non-cumulative Euro Preference Shares of €0.01 each, and 3,000,000 Non-cumulative Convertible Euro Preference Shares of €0.01 each.

The rights as regards participation in the profits and assets of the Company attaching to those shares shall be as specified or referred to below and in Articles 4A, 4B, 4C and 4D:-

	(A)	Dividend rights of cumulative preference shares

		The 11 per cent Cumulative Preference Shares and the 5½ per cent Cumulative Preference Shares shall confer the right to a fixed cumulative preferential dividend at the rate of 11 per cent and 5½ per cent per annum respectively on the amounts for the time being paid up or credited as paid up on such shares, to be paid if and so far as in the opinion of the Directors the profits of the Company justify such payments on the 31st day of May and the 31st day of December in every year in respect of the half-years ending on the last preceding day of March or September. Such dividends shall rank pari passu and pro rata with each other and shall be paid in priority to any dividend on the New Preference Shares or on any other class of share.

	(B)	Capital rights of cumulative preference shares

		On a winding up or liquidation, voluntary or otherwise the surplus assets of the Company available for distribution amongst the members shall be applied:-

		FIRSTLY - in paying to the holders of the 11 per cent Cumulative Preference Shares and the 5½ per cent Cumulative Preference Shares respectively the arrears (if any) of the fixed cumulative preferential dividends thereon (whether earned or declared or not and including (i) the amount of any dividend which is due for payment after the date of commencement of winding up or liquidation but which is payable in respect of a half-year period ending on or before such date and (ii) any further amount of dividend payable in respect of the period from the beginning of the half-year period then current to the date of commencement of winding up or liquidation) to the date on which repayment is made, in terms of the immediately succeeding paragraph or, if no such repayment is made, the date of payment of such arrears; and

		SECONDLY - in repaying to the holders of the 11 per cent Cumulative Preference Shares and the 5½ per cent Cumulative Preference Shares respectively, the amounts paid up or credited as paid up on such shares together with a premium of 50p per share in the case of the 11 per cent Cumulative Preference Shares and of 20p per share in the case of the 5½ per cent Cumulative Preference Shares.

		Any payments made to the holders of the 11 per cent Cumulative Preference Shares and the 5½ per cent Cumulative Preference Shares in terms of paragraphs FIRSTLY or SECONDLY above shall rank pari passu and pro rata with each other and (in the case of payments in terms of paragraph FIRSTLY) in priority to and (in the case of repayments in terms of paragraph SECONDLY) pari passu and pro rata with any payments to be made to the holders of the Non-cumulative Sterling Preference Shares and the Non-

cumulative Dollar Preference Shares pursuant to Articles 4(C)(2) and 4(D)(2) respectively below and to the holders of any other New Preference Shares.


	(C)	Non-cumulative sterling preference shares

		(1)	The Non-cumulative Sterling Preference Shares shall rank after the Cumulative Preference Shares to the extent specified in this Article 4, and shall rank pari passu inter se and (save as aforesaid) with the Cumulative Preference Shares and with all other New Preference Shares. They shall confer the rights and be subject to the restrictions set out in this Article 4(C) and shall also confer such further rights (not being inconsistent with the rights set out in this Article 4(C)) as may be attached by the Directors to such shares in accordance with this Article 4(C) prior to allotment. Whenever the Directors have power under this Article to determine any of the rights attached to any of the Non-cumulative Sterling Preference Shares, the rights so determined need not be the same as those attached to the Non-cumulative Sterling Preference Shares then allotted or in issue. The Non-cumulative Sterling Preference Shares may be issued in one or more separate series, and each series shall be identified in such manner as the Directors may determine without any such determination or identification requiring any alteration to these presents.

		(2)	Each Non-cumulative Sterling Preference Share shall confer the following rights as to participation in the profits and assets of the Company, receipt of notices, attendance and voting at meetings and redemption:-

			(a)	Income

				the right (subject to the provisions of paragraph (b) of this sub-Article, if applicable) to a non-cumulative preferential dividend either fixed or not exceeding a specified amount payable in Sterling at such rate on such dates (each a "dividend payment date") in respect of such periods (each a "dividend period") and on such other terms and conditions as may be determined by the Directors prior to allotment thereof. References in these presents to a "dividend" on the Non-cumulative Sterling Preference Shares include a reference to each dividend in respect of each dividend period applicable thereto and references in this Article 4(C) to dividend payment dates and dividend periods are to dividend payment dates and dividend periods in respect of the Non-cumulative Sterling Preference Shares only. Such dividends shall be paid in priority to the payment of any dividends on the Ordinary Shares. The Non-cumulative Sterling Preference Shares shall rank for dividend after the Cumulative Preference Shares, pari passu with all other New Preference Shares expressed to rank pari passu

				therewith as regards participation in profits and otherwise in priority to any other share capital in the Company.

			(b)	Further provisions as to income

				All or any of the following provisions shall apply in relation to any particular Non-cumulative Sterling Preference Shares if so determined by the Directors prior to allotment thereof:-

				(i)	if, in the opinion of the Directors, the distributable profits of the Company are sufficient to cover the payment in full of dividends on the Non-cumulative Sterling Preference Shares on any dividend payment date, and also the payment in full of all other dividends stated to be payable on such date on any other New Preference Share expressed to rank pari passu therewith as regards participation in profits, after payment in full, or the setting aside of a sum to cover the payment in full, of all dividends stated to be payable on such date on any Cumulative Preference Share, then each such dividend shall be declared and paid in full;

				(ii)	if, in the opinion of the Directors, the distributable profits of the Company are insufficient to cover the payment in full of dividends on the Non-cumulative Sterling Preference Shares on any dividend payment date, and also the payment in full of all other dividends stated to be payable on such date on any other New Preference Share expressed to rank pari passu therewith as regards participation in profits, after payment in full, or the setting aside of a sum to cover the payment in full, of all dividends stated to be payable on or before such date on any Cumulative Preference Share, then dividends shall be declared by the Directors pro rata for the Non-cumulative Sterling Preference Shares and such other New Preference Shares to the extent of the available distributable profits (if any) to the intent that the amount of dividend declared per share on each such Non-cumulative Sterling Preference Share and other New Preference Share will bear to each other the same ratio as the dividends accrued per share on each such Non-cumulative Sterling Preference Share and other New Preference Share bear to each other. If it shall subsequently appear that any such dividend which has been paid should not, in accordance with the provisions of this sub-paragraph, have been so paid, then provided the Directors shall have acted in good faith, they shall not incur any liability for any loss which any

					shareholder may suffer in consequence of such payment having been made;

				(iii)	if, in the opinion of the Directors, the payment of any dividend on any Non-cumulative Sterling Preference Shares would breach or cause a breach of the Bank of England's capital adequacy requirements applicable to the Company and/or any of its subsidiaries, then none of such dividend shall be declared or paid;

				(iv)	subject to sub-paragraphs (v) and (vi) below, the Non-cumulative Sterling Preference Shares shall carry no further right to participate in the profits of the Company and if and to the extent that any dividend or part thereof is on any occasion not paid for the reasons described in sub-paragraph (ii) or (iii) above, the holders of such shares shall have no claim in respect of such non-payment;

				(v)	if any dividend or part thereof on any Non-cumulative Sterling Preference Share is not payable for the reasons specified in sub-paragraph (ii) or (iii) above and if they so resolve, the Directors may, subject to the Statutes, pay a special non-cumulative preferential dividend on the Non-cumulative Sterling Preference Shares at a rate not exceeding £0.01 per share (but so that reference elsewhere in this Article and in Article 4(D) to any dividend payable on any Non-cumulative Sterling Preference Shares shall not be treated as including a reference to any such special dividend);

(vi)

(A)

the provisions of this sub-paragraph (vi) shall apply where any dividend or any part thereof otherwise payable on a particular dividend payment date on any Non-cumulative Sterling Preference Shares ("a Relevant Payment") is, for the reasons specified in sub-paragraph (ii) or (iii) above, not payable and the amounts (if any) standing to the credit of the Company's profit and loss account together with the amount of the reserves of the Company available for the purpose are in aggregate sufficient to be applied and capable of being applied in paying up in full at par additional Non-cumulative Sterling Preference Shares on the basis hereinafter provided in this sub-paragraph (vi);

(B)

on the date for payment of the Relevant Payment had such payment been payable in cash, the

		Directors shall, subject to the Statutes, allot and issue credited as fully paid to each holder of Non-cumulative Sterling Preference Shares such additional nominal amount of Non-cumulative Sterling Preference Shares as is equal to an amount determined by multiplying the cash amount of the Relevant Payment which would have been payable to him had such payment been made in cash (exclusive of any associated tax credit) by a factor to be determined by the Directors prior to allotment of the Non-cumulative Sterling Preference Shares;

	(C)	for the purposes of paying up additional Non-cumulative Sterling Preference Shares to be allotted pursuant to this sub-paragraph (vi), the Directors shall capitalise, out of such of the accounts or reserves of the Company available for the purpose as they shall determine (including any Share Premium Account), a sum equal to the aggregate nominal amount of the additional Non-cumulative Sterling Preference Shares then to be allotted and shall make all appropriations and applications of such sum and all allotments and issues of fully paid Non-cumulative Sterling Preference Shares for the purpose of giving effect to this sub-paragraph (vi);

	(D)	the additional Non-cumulative Sterling Preference Shares so allotted pursuant to this sub-paragraph (vi) shall confer the same rights and be subject to the same limitations as, and shall rank pari passu and pro rata in all respects with, the relevant Non-cumulative Sterling Preference Shares save only as regards participation in the Relevant Payment;

	(E)	if any additional Non-cumulative Sterling Preference Shares falling to be allotted pursuant to this sub-paragraph (vi) cannot be allotted by reason of any insufficiency in the Company's authorised share capital or in the amount of relevant securities which the Directors are authorised to allot in accordance with Section 80 of the 1985 Act, the Directors shall convene a General Meeting, to be held as soon as practicable, for the purpose of considering a Resolution or Resolutions effecting an appropriate increase in the authorised share capital and granting the

		Directors appropriate authority to allot relevant securities; and

	(F)	the Directors may undertake and do such acts and things as they may consider necessary or expedient for the purpose of giving effect to the provisions of this sub-paragraph (vi);

	(vii)	if any date on which dividends are payable on Non-cumulative Sterling Preference Shares is not a day on which banks in London are open for business, and on which foreign exchange dealings may be conducted in London ("a Sterling Business Day"), then payment of the dividend payable on such date will be made on the next succeeding Sterling Business Day and without any interest or other payment in respect of such delay unless such day shall fall within the next calendar month whereupon such payment will be made on the preceding Sterling Business Day;

	(viii)	dividends payable on Non-cumulative Sterling Preference Shares shall accrue from and to the dates determined by the Directors prior to allotment thereof, and the amount of dividend payable in respect of any period shorter than a full dividend period will be calculated on the basis of a 365 day year and the actual number of days elapsed in such period;

	(ix)	if the dividend stated to be payable on the Non-cumulative Sterling Preference Shares on the most recent dividend payment date has not been declared and paid in full, or if a sum has not been set aside to provide for such payment in full, no dividends may be declared on any other share capital of the Company (other than the Cumulative Preference Shares), and no sum may be set aside for the payment thereof, unless, on the date of declaration relative to any such payment, an amount equal to the dividend stated to be payable on the Non-cumulative Sterling Preference Shares in respect of the then current dividend period is set aside for the payment in full of such dividend on the dividend payment date relating to the then current dividend period;

	(x)	if any dividend stated to be payable on the Non-cumulative Sterling Preference Shares on any dividend payment date has not been declared and paid in full, or if a sum has not been set aside to provide for such payment in full, the Company may not redeem or purchase or otherwise acquire for any consideration any

		other share capital of the Company and may not set aside any sum nor establish any sinking fund for the redemption, purchase or other such acquisition thereof, until such time as dividends stated to be payable on the Non-cumulative Sterling Preference Shares in respect of successive dividend periods together aggregating no less than twelve months shall thereafter have been declared and paid in full; and

	(xi)	notwithstanding any provision of this Article 4(C), but subject to sub-paragraphs (ii) and (iii) above and the special rights attaching to any other New Preference Share, the Directors shall pay a dividend on any Non-cumulative Sterling Preference Shares allotted after the coming into force of the Relevant Section and due to be redeemed on any Redemption Date (as defined in sub-paragraph (2)(f)(ii) of this Article 4(C)), payable on the Sterling Business Day immediately preceding such Redemption Date. The dividend payable pursuant to this sub-paragraph (xi) shall be the amount of any dividend on the relevant Non-cumulative Sterling Preference Shares which would (apart from the proposed redemption thereof) be due for payment on the relevant Redemption Date.

	(bb)	Abrogation of entitlement to dividend

		In relation to any particular Non-cumulative Sterling Preference Shares allotted on or after the date of passing of resolution 17 set out in Appendix 2 to the circular letter to shareholders dated 15th March 2004, all of the following provisions shall apply if (but only if) the Directors so determine prior to allotment thereof.

	(i)	the Directors may, in their sole and absolute discretion, resolve prior to any dividend payment date that the dividend on such Non-cumulative Sterling Preference Shares, or part thereof, shall not be paid on that dividend payment date. If the Directors resolve as aforesaid, then none or (as the case may be) part only of the dividend shall be declared and/or paid. The Directors shall not be bound to give their reasons for exercising their discretion under this sub-paragraph, and the Directors may exercise their discretion in respect of a dividend notwithstanding the previous setting aside of a sum to provide for payment of that dividend;

	(ii)	to the extent that any dividend or part of a dividend on any Non-cumulative Sterling Preference Shares is, on

		any occasion, not paid by reason of the exercise of the Directors' discretion pursuant to sub-paragraph (i) above, the holders of such shares shall have no claim in respect of such non-payment;

	(iii)	if any dividend or part of a dividend on any Non-cumulative Sterling Preference Shares has, on any occasion, not been paid by reason of the exercise of the Directors' discretion under sub-paragraph (i) above:

	(1)	the provisions of sub-paragraphs (2)(b)(ix) and (x) of this Article 4(C) shall not apply in respect of such non-payment;

	(2)	such non-payment shall not prevent or restrict (a) the declaration and payment of dividends on any other Non-cumulative Sterling Preference Shares, or on any preference share capital of the Company expressed to rank pari passu with the Non-cumulative Sterling Preference Shares, (b) the setting aside of sums for the payment of such dividends, (c) (subject to (4) below) the redemption, purchase or other acquisition of shares in the Company by the Company, or (d) (subject to (4) below) the setting aside of sums, or the establishment of sinking funds, for any such redemption, purchase or other acquisition by the Company;

	(3)	no dividend may be declared or paid on any share capital ranking after the Non-cumulative Sterling Preference Shares as regards participation in profits (including the Ordinary Shares) until such time as the dividend stated to be payable on the Non-cumulative Sterling Preference Shares to which the non-payment relates in respect of a dividend period has thereafter been declared and paid in full; and

	(4)	the Company may not redeem or purchase or otherwise acquire for any consideration any share capital ranking after the Non-cumulative Sterling Preference Shares, and may not set aside any sum nor establish any sinking fund for the redemption, purchase or other such acquisition thereof, until such time as dividends stated to be payable on the Non-cumulative Sterling Preference Shares to which the non-payment relates in respect of successive

dividend periods together aggregating no less than twelve months shall thereafter have been declared and paid in full;

	(iv)	if there is any conflict between the provisions of this paragraph (bb), as they apply to any Non-cumulative Sterling Preference Shares, and any other provisions of this Article 4(C) applying to such Non-cumulative Sterling Preference Shares (including sub-paragraph (2)(b)(xi)), the provisions of this paragraph (bb) shall prevail. In paragraph (2)(a) of this Article 4(C), the words ", and subject to the provisions of paragraph (bb) below, if applicable" shall be deemed to be inserted after "if applicable" in the first sentence, and in paragraph(2)(b) of this Article 4(C), the words "(subject to the provisions of paragraph (bb) below, if applicable)" shall be deemed to be inserted after "such dividend shall" in sub-paragraph (i) and after "dividends shall" in sub-paragraph (ii);

	(v)	in determining the sum payable on any Non-cumulative Sterling Preference Shares pursuant to Article 4(C)(2)(c)(i) on a winding up or liquidation, the Directors' discretion under sub-paragraph (i) above shall be disregarded save in so far as such discretion was actually exercised prior to the making of the determination;

	(vi)	in calculating the aggregate amount of dividends payable in respect of any Non-cumulative Sterling Preference Shares for the purpose of Article 4(C)(3), such calculation shall be made on the assumption that there shall be no exercise by the Directors of their discretion under sub-paragraph (i) above in respect of such Non-cumulative Sterling Preference Shares (or any equivalent discretion in respect of any other New Preference Shares); and

	(vii)	for the avoidance of doubt, no series of Non-cumulative Sterling Preference Shares shall be treated as ranking after any other New Preference Shares with which it is expressed to rank pari passu as regards participating in profits, by reason only of the provisions set out in this paragraph (bb) being included in the terms of issue applicable to that series, or any dividend on that series not being paid by virtue of this paragraph (bb).

	(c)	Capital

		The right on a winding up or liquidation, voluntary or otherwise, other than (unless otherwise provided by the terms of issue of such share) a redemption or purchase by the Company of any shares of any class, to receive in Sterling out of the surplus assets of the Company available for distribution amongst the members:-

(i)

after payment of the arrears (if any) of the fixed cumulative preferential dividends stated to be payable in the Cumulative Preference Shares to the holders thereof in accordance with Article 4(B) FIRSTLY, and pari passu with the holders of any other New Preference Shares expressed to rank pari passu therewith as regards participation in profits and in priority to the holders of the Ordinary Shares of the Company a sum equal to:-

		(A)	the amount of any dividend which is due for payment after the date of commencement of winding up or liquidation but which is payable in respect of a period ending on or before such date; and

		(B)	any further amount of dividend payable in respect of the period from the preceding dividend payment date to the date of payment in accordance with sub-paragraph (i);

		but only to the extent that any such amount or further amount was, or would have been, payable as a dividend in accordance with or pursuant to this Article 4(C) (other than pursuant to this provision); and

	(ii)	subject thereto, pari passu with the holders of the Cumulative Preference Shares and any other New Preference Shares expressed to rank pari passu therewith as regards participation in surplus assets and in priority to the holders of the Ordinary Shares of the Company, a sum equal to the amount paid up or credited as paid up on the Non-cumulative Sterling Preference Shares (including any premium paid to the Company in respect thereof on issue).

		Preference Shares expressed to rank pari passu therewith as regards participation in surplus assets, then the holders of the Cumulative Preference Shares, the Non-cumulative Sterling Preference Shares and such other New Preference Shares will share rateably in the distribution of surplus assets (if any) in proportion to the full respective preferential amounts to which they are entitled. No Non-cumulative Sterling Preference Share shall confer any right to participate in the surplus assets of the Company other than that set out in this sub-paragraph (2)(c) of this Article 4(C).

	(d)	Receipt of Notice

		The right to have sent to the holder of each Non-cumulative Sterling Preference Share (at the same time as the same are sent to the holders of Ordinary Shares) a copy of the Company's Annual Report and Accounts and Interim Financial Statement, together with notice of any General Meeting of the Company at which such holder is entitled to attend and vote.

	(e)	Attendance and Voting at Meetings

		The right to attend at a General Meeting of the Company and to speak to or vote upon any Resolution proposed thereat in the following circumstances:-

	(i)	in respect of a Resolution which is to be proposed at the Meeting either varying or abrogating any of the rights attached to the Non-cumulative Sterling Preference Shares or proposing the winding up of the Company (and then in each such case only to speak to and vote upon any such Resolution);

	(ii)	in circumstances where the dividend stated to be payable on the Non-cumulative Sterling Preference Shares in respect of such number of dividend periods as the Directors shall determine prior to allotment thereof has not been declared and paid in full, and until such date as the Directors shall likewise determine; and

	(iii)	in such other circumstances as the Directors may determine prior to allotment of the Non-cumulative Sterling Preference Shares,

	but not otherwise, together with the right, in such circumstances and on such terms, if any, as the Directors may determine prior to allotment of the Non-cumulative Sterling Preference Shares, to seek to requisition a General Meeting of the Company. Whenever holders of Non-cumulative Sterling Preference

Shares are entitled to vote on a Resolution, on a show of hands every such holder who is present in person, and every proxy present who has been duly appointed by any such holder, shall have one vote and, on a poll, every such holder who is present in person or by proxy shall have such number of votes as may be determined by the Directors prior to allotment of such Non-cumulative Sterling Preference Shares.

(f)

Redemption

	(i)	Unless the Directors shall, prior to the allotment of any series of Non-cumulative Sterling Preference Shares, determine that such series shall be non-redeemable, each series of Non-cumulative Sterling Preference Shares shall (save for the Non-cumulative Sterling Preference Shares, Series 2 which shall be redeemable in accordance with the provisions of Article 4(C)(2)(ff)), subject to the provisions of the Statutes, be redeemable at the option of the Company in accordance with the following provisions.

	(ii)	In the case of any particular Non-cumulative Sterling Preference Shares which are to be so redeemable:-

	(A)	the Company may, subject thereto, redeem on any Redemption Date (as hereinafter defined) all or some only of the Non-cumulative Sterling Preference Shares by giving to the holders of the Non-cumulative Sterling Preference Shares to be redeemed not less than 14 days' prior notice in writing (a "Notice of Redemption") of the relevant Redemption Date. "Redemption Date" means, in relation to any Non-cumulative Sterling Preference Share, any date which either (i) falls no earlier than such date (if any) as may be fixed by the Directors, prior to allotment of that share, as being the earliest date on which the Company may redeem such share, and the date so fixed shall be no earlier than five years and one day, and no later than thirty years and one day, after the relevant date of allotment, or (ii) if no date is fixed by the Directors as aforesaid under (i) above in relation to that share, falls no earlier than five years and one day after the date of allotment of the Non-cumulative Sterling Preference Share to be redeemed;

		provided that in relation to any Non-cumulative Sterling Preference Share allotted after the coming into force of the Relevant Section, (i) subject to (ii) below, the Directors may, prior to the allotment of that share, fix the date on or by

		which, or dates between which, such share is to be or may be redeemed and such date or dates fixed by the Directors may be in place of or in addition to any date derived from or fixed under the provisions of sub-paragraph (A) above, (ii) the Redemption Date shall be a dividend payment date (as defined in Article 4(C)(2)(a)), and (iii) the Company shall only redeem such share if the Directors have applied the provisions of Article 4(C)(2)(b)(xi) thereto and such provisions have been satisfied n full in relation to such share;

	(B)	there shall be paid on each Non-cumulative Sterling Preference Share so redeemed, in Sterling, the aggregate of the nominal amount thereof together with any premium paid on issue and together with (in the case of any Non-cumulative Sterling Preference Shares allotted prior to the coming into force of the Relevant Section) arrears (if any) of dividends thereon (whether earned or declared or not) in respect of the period from the dividend payment date last preceding the Redemption Date to the Redemption Date;

	(C)	in the case of a redemption of some only of the Non-cumulative Sterling Preference Shares in any series, the Company shall for the purpose of determining the particular Non-cumulative Sterling Preference Shares to be redeemed cause a drawing to be made at the Office or such other place as the Directors may approve in the presence of the Auditors for the time being of the Company;

	(D)	any Notice of Redemption given under sub-paragraph (ii)(A) above shall specify the applicable Redemption Date, the particular Non-cumulative Sterling Preference Shares to be redeemed and the redemption price (specifying (in the case of any Non-cumulative Sterling Preference Shares allotted prior to the coming into force of the Relevant Section) the amount of the accrued and unpaid dividend per share to be included therein and stating that dividends on the Non-cumulative Sterling Preference Shares to be redeemed will cease to accrue on redemption), and shall state the place or places

		at which documents of title in respect of such Non-cumulative Sterling Preference Shares are to be presented and surrendered for redemption and payment of the redemption monies is to be effected. Upon such Redemption Date, the Company shall redeem the particular Non-cumulative Sterling Preference Shares to be redeemed on that date subject to the provisions of this paragraph and of the Statutes. No defect in the Notice of Redemption or in the giving thereof shall affect the validity of the redemption proceedings;

	(E)	subject to sub-paragraph (I) below, the provisions of this and the following sub-paragraph shall have effect in relation to Non-cumulative Sterling Preference Shares for the time being issued and registered in the Register of Members ("Registered Shares") and represented by certificates ("Certificates"). Payments in respect of the amount due on redemption of a Registered Share shall be made by Sterling cheque drawn on a bank in London or upon the request of the holder or joint holders not later than the date specified for the purpose in the Notice of Redemption by transfer to a Sterling account maintained by the payee with a bank in London. Such payment will be against presentation and surrender of the relative Certificate at the place or one of the places specified in the Notice of Redemption and if any Certificate so surrendered includes any Non-cumulative Sterling Preference Shares not to be redeemed on the relevant Redemption Date the Company shall within 14 days thereafter issue to the holder, free of charge, a fresh Certificate in respect of such Non-cumulative Sterling Preference Shares. All payments in respect of redemption monies will in all respects be subject to any applicable fiscal or other laws;

	(F)	as from the relevant Redemption Date the dividend on the Non-cumulative Sterling Preference Shares due for redemption shall cease to accrue except on any such Non-cumulative Sterling Preference Share in respect of which, upon the due surrender of the Certificate in accordance with sub-paragraph (E) above, payment of the redemption monies due on such

		Redemption Date shall be improperly withheld or refused, in which case such dividend, at the rate then applicable, shall be deemed to have continued and shall accordingly continue to accrue from the relevant Redemption Date to the date of payment of such redemption monies Such Non-cumulative Sterling Preference Share shall not be treated as having been redeemed until the redemption monies in question together with the accrued dividend thereon shall have been paid;

	(G)	if the due date for the payment of the redemption monies on any Non-cumulative Sterling Preference Share is not a Sterling Business Day then payment of such monies will be made on the next succeeding day which is a Sterling Business Day and without any interest or other payment in respect of such delay unless such day shall fall within the next calendar month whereupon such payment will be made on the preceding Sterling Business Day;

	(H)	the receipt of the holder for the time being of any Registered Share (or in the case of joint holders the receipt of any one of them) in respect of the monies payable on redemption on such Registered Share shall constitute an absolute discharge to the Company; and

	(I)	subject as aftermentioned, the provisions of sub-paragraphs (E) and (F) above shall have effect in relation to Registered Shares which are in uncertificated form within the meaning of the Uncertificated Securities Regulations 1995 (as in force on 15 January 1998) in the same manner as they have effect in relation to Registered Shares represented by Certificates, save that (i) any provision of the said paragraphs requiring presentation and surrender of a Certificate shall be satisfied in the manner prescribed or permitted by the said Regulations (or by any enactment or subordinate legislation which amends or supersedes those Regulations) or (subject to those Regulations or such enactment or subordinate legislation) in such manner as may from time to time be prescribed by the Directors), and (ii) the Company shall not be

under any obligation to issue a fresh Certificate under sub-paragraph (E);

(iii)

upon the redemption of any Non-cumulative Sterling Preference Share the nominal amount of such shares comprised in the capital of the Company shall thereafter be divided into, and reclassified as, Ordinary Shares without any further resolution or consent being required.

(ff)

Redemption of the Non-cumulative Sterling Preference Shares, Series 2

(i)

The Non-cumulative Sterling Preference Shares, Series 2 shall, subject to the provisions of the Statutes, be redeemable at the option of the Company in accordance with the following provisions.

(ii)

In the case of the Non-cumulative Sterling Preference Shares, Series 2:-

(A)

the Company may, subject to sub-paragraph (AA) below, redeem on any Redemption Date (as hereinafter defined) all or some only of the Non-cumulative Sterling Preference Shares, Series 2 by giving to the holders of the Non-cumulative Sterling Preference Shares, Series 2 to be redeemed no less than 14 days’ prior notice in writing (a ‘‘Notice of Redemption’’) of the relevant Redemption Date. ‘‘Redemption Date’’ means, in relation to the Non-cumulative Sterling Preference Share, Series 2 any date which either (i) falls no earlier than such date (if any) as may be fixed by the Directors as being the earliest date on which the Company may redeem such share, and the date so fixed shall be no earlier than five years and one day, and no later than thirty years and one day, after the relevant date of allotment or (ii) is the date on which the Early Redemption Right (as hereinafter defined) is exercised;

(AA)

Notwithstanding the provisions of sub-paragraph (A) above, the Company may redeem the Non-cumulative Sterling Preference Shares, Series 2 at any time provided that such redemption is financed wholly by the proceeds of the issue of new Ordinary Shares pursuant to the placing and open offer agreement dated 19 January 2009 between inter alia, the Company and The Commissioners of Her Majesty’s Treasury (the ‘‘Early Redemption Right’’). No Notice of Redemption shall be required in connection with any redemption by the Company pursuant to this sub-paragraph (AA);

(B)

there shall be paid on each Non-cumulative Sterling Preference Share, Series 2 so redeemed, in Sterling, (i) other than in the case of redemption pursuant to the Early Redemption Right described in sub-paragraph (AA) above the aggregate of the nominal amount thereof together with any premium paid on issue and together with arrears (if any) of dividends thereon (whether earned or declared or not) in respect of the period from the dividend payment date last preceding the Redemption Date to the Redemption Date; and (ii) in the case of redemption pursuant to the Early Redemption Right

described in sub-paragraph (AA) above, the aggregate of (x) 101 per cent. of the aggregate liquidation preference amount of the Non-cumulative Sterling Preference Shares, Series 2 outstanding and (y) dividends accrued thereon (whether earned or declared or not) in respect of the period from the issue date of the Non-cumulative Sterling Preference Shares, Series 2 to the date on which the Non-cumulative Sterling Preference Shares, Series 2 are redeemed;

(C)

in the case of a redemption of some only of the Non-cumulative Sterling Preference Shares, Series 2, the Company shall for the purpose of determining the particular Non-cumulative Sterling Preference Shares, Series 2 to be redeemed cause a drawing to be made at the Office or such other place as the Directors may approve in the presence of the Auditors for the time being of the Company;

(D)

any Notice of Redemption given under sub-paragraph (ii)(A) above shall specify the applicable Redemption Date, the particular Non-cumulative Sterling Preference Shares, Series 2 to be redeemed and the redemption price (specifying (in the case of any Non-cumulative Sterling Preference Shares, Series 2 allotted prior to the coming into force of the Relevant Section) the amount of the accrued and unpaid dividend per share to be included therein and stating that dividends on the Non-cumulative Sterling Preference Shares, Series 2 to be redeemed will cease to accrue on redemption), and shall state the place or places at which documents of title in respect of such Non-cumulative Sterling Preference Shares, Series 2 are to be presented and surrendered for redemption and payment of the redemption monies is to be effected. Upon such Redemption Date, the Company shall redeem the particular Non-cumulative Sterling Preference Shares, Series 2 to be redeemed on that date subject to the provisions of this paragraph and of the Statutes. No defect in the Notice of Redemption or in the giving thereof shall affect the validity of the redemption proceedings;

(E)

subject to sub-paragraph (I) below, the provisions of this and the following sub-paragraph shall have effect in relation to Non-cumulative Sterling Preference Shares, Series 2 for the time being issued and registered in the Register of Members (‘‘Registered Shares’’) and represented by certificates (‘‘Certificates’’). Payments in respect of the amount due on redemption of a Registered Share shall be made by Sterling cheque drawn on a bank in London or upon the request of the holder or joint holders

not later than the date specified for the purpose in the Notice of Redemption by transfer to a Sterling account maintained by the payee with a bank in London or, in the event of the exercise of the Early Redemption Right, in such other manner as may be agreed between the Company and the holders of the Non-cumulative Sterling Preference Shares, Series 2. Such payment will be against presentation and surrender of the relative Certificate at the place or one of the places specified in the Notice of Redemption and if any Certificate so surrendered includes any Non-cumulative Sterling Preference Shares, Series 2 not to be redeemed on the relevant Redemption Date the Company shall within 14 days thereafter issue to the holder, free of charge, a fresh Certificate in respect of such Non-cumulative Sterling Preference Shares, Series 2. All payments in respect of redemption monies will in all respects be subject to any applicable fiscal or other laws;

(F)

as from the relevant Redemption Date the dividend on the Non-cumulative Sterling Preference Shares, Series 2 due for redemption shall cease to accrue except on any such Non-cumulative Sterling Preference Share, Series 2 in respect of which, upon the due surrender of the Certificate in accordance with sub-paragraph (E) above, payment of the redemption monies due on such Redemption Date shall be improperly withheld or refused, in which case such dividend, at the rate then applicable, shall be deemed to have continued and shall accordingly continue to accrue from the relevant Redemption Date to the date of payment of such redemption monies. Such Non-cumulative Sterling Preference Share, Series 2 shall not be treated as having been redeemed until the redemption monies in question together with the accrued dividend thereon shall have been paid;

(G)

if the due date for the payment of the redemption monies on any Non-cumulative Sterling Preference Share, Series 2 is not a Sterling Business Day then payment of such monies will be made on the next succeeding day which is a Sterling Business Day and without any interest or other payment in respect of such delay unless such day shall fall within the next calendar month whereupon such payment will be made on the preceding Sterling Business Day;

(H)

the receipt of the holder for the time being of any Registered Share (or in the case of joint holders the receipt of any one of them) in respect of the monies payable on redemption on such Registered Share shall constitute an absolute discharge to the Company; and

(I)

subject as aftermentioned, the provisions of sub-paragraphs (E) and (F) above shall have effect in relation to Registered Shares which are in uncertificated form within the meaning of the Uncertificated Securities Regulations 1995 (as in force on 15 January 1998) in the same manner as they have effect in relation to Registered Shares represented by Certificates or, in the event of the exercise of the Early Redemption Right, in such other manner as may be agreed between the Company and the holders of the Non-cumulative Sterling Preference Shares, Series 2, save that (i) any provision of the said paragraphs requiring presentation and surrender of a Certificate shall be satisfied in the manner prescribed or permitted by the said Regulations (or by any enactment or subordinate legislation which amends or supersedes those Regulations) or (subject to those Regulations or such enactment or subordinate legislation) in such manner as may from time to time be prescribed by the Directors), and (ii) the Company shall not be under any obligation to issue a fresh Certificate under sub-paragraph (E);

(iii)

upon the redemption of any Non-cumulative Sterling Preference Share, Series 2 the nominal amount of such shares comprised in the capital of the Company shall thereafter be divided into, and reclassified as, Ordinary Shares without any further resolution or consent being required.

(g)

Purchase

	(i)	Subject to the provisions of the Statutes and any other applicable laws, the Company may at any time and from time to time purchase any Non-cumulative Sterling Preference Shares upon such terms as the Directors shall determine provided that, in the case of Non-cumulative Sterling Preference Shares which are listed on the London Stock Exchange, the purchase price, exclusive of expenses and accrued dividends, shall not exceed (a) in the case of a purchase in the open market, or by tender (which shall be available alike to all holders of the Non-cumulative Sterling Preference Shares), the average of the closing middle market quotations of such Non-cumulative Sterling Preference Shares on the London Stock Exchange (as derived from The London Stock Exchange Daily Official List) for the last 10 dealing days preceding the date of purchase or (if higher), in the case of a purchase in the open market only, the market price on the date of purchase provided that such market price is not more than 105 per cent of such average and (b) in the case of a purchase by private treaty, 120 per cent of the closing middle market quotation of such Non-cumulative Sterling Preference Shares on the London Stock Exchange (as derived from The London Stock Exchange Daily Official List) for the last dealing day preceding the date of purchase; but so that this proviso shall not apply to any purchase of Non-cumulative Sterling Preference Shares made in the ordinary course of a business of dealing in securities.

	(ii)	Upon the purchase of any Non-cumulative Sterling Preference Shares the nominal amount of such shares comprised in the capital of the Company shall thereafter be divided into, and reclassified as, Ordinary Shares without any further resolution or consent being required.

(3)

Sterling Preference Shares, the Directors shall not, pursuant to Article 148 or 149, capitalise any part of the amounts available for distribution and referred to therein if after such capitalisation the aggregate of such amounts would be less than such multiple, if any, as may be determined by the Directors prior to the first allotment of Non-cumulative Sterling Preference Shares, of the aggregate amount of the dividends (exclusive of any associated tax credit) payable in the twelve month period following such capitalisation on the Non-cumulative Sterling Preference Shares then in issue and any other New Preference Shares then in issue expressed to rank pari passu therewith as regards participation in profits.

(4)

(a)

Save with the written consent of the holders of three-quarters in nominal value of, or with the sanction of a Special Resolution passed at a separate General Meeting of the holders of, the Non-cumulative Sterling Preference Shares, the Directors shall not authorise or create, or increase the amount of, any shares of any class or any security convertible into shares of any class ranking as regards rights to participate in the profits or assets of the Company (other than on a redemption or purchase by the Company of any such shares) in priority to the Non-cumulative Sterling Preference Shares;

(b)

The special rights attached to any series of Non-cumulative Sterling Preference Shares allotted or in issue shall not (unless otherwise provided by their terms of issue) be deemed to be varied by the creation or issue of any New Shares ranking as regards participation in the profits or assets of the Company in some or all respects pari passu with or after such Non-cumulative Sterling Preference Shares. Any New Shares ranking pari passu with such Non-cumulative Sterling Preference Shares in some or all respects may without their creation or issue being deemed to vary the special rights attached to any Non-cumulative Sterling Preference Share then in issue either carrying rights identical in all respects with such Non-cumulative Sterling Preference Shares or any of them or rights differing therefrom in any respect, including, but without prejudice to the generality of the foregoing, in that:-

	(i)	the rate of or means of calculating the dividend may differ and the dividend may be cumulative or non-cumulative;

	(ii)	the New Shares or any series thereof may rank for dividend as from such date as may be provided by the terms of issue thereof and the dates for payment of dividend may differ;

	(iii)	the New Shares may be denominated in Sterling or in any Foreign Currency;


	(iv)	a premium may be payable on return of capital or there may be no such premium;

	(v)	the New Shares may be redeemable at the option of the holder or of the Company, or may be non-redeemable and if redeemable at the option of the Company, they may be redeemable at different dates and on different terms from those applying to the Non-cumulative Sterling Preference Shares; and

	(vi)	the New Shares may be convertible into Ordinary Shares or any other class of shares ranking as regards participation in the profits and assets of the Company pari passu with or after such Non-cumulative Sterling Preference Shares in each case on such terms and conditions as may be prescribed by the terms of issue thereof.

(D)

Non-cumulative dollar preference shares

	(1)	The Non-cumulative Dollar Preference Shares shall rank after the Cumulative Preference Shares to the extent specified in this Article 4, and shall rank pari passu inter se and (save as aforesaid) with the Cumulative Preference Shares and with all other New Preference Shares. They shall confer the rights and be subject to the restrictions set out in this Article 4(D) and shall also confer such further rights (not being inconsistent with the rights set out in this Article 4(D)) as may be attached by the Directors to such shares in accordance with this Article 4(D) prior to allotment. Whenever the Directors have power under this Article to determine any of the rights attached to any of the Non-cumulative Dollar Preference Shares, the rights so determined need not be the same as those attached to the Non-cumulative Dollar Preference Shares then allotted or in issue. The Non-cumulative Dollar Preference Shares may be issued in one or more separate series, and each series shall be identified in such manner as the Directors may determine without any such determination or identification requiring any alteration to these presents.

	(2)	Each Non-cumulative Dollar Preference Share shall confer the following rights as to participation in the profits and assets of the Company, receipt of notices, attendance and voting at meetings and redemption:-

	(a)	Income

		the right (subject to the provisions of paragraph (b) of this sub-Article, if applicable) to a non-cumulative preferential dividend not exceeding a specified amount payable in Dollars at such rate (which may be fixed or variable and may be subject to recalculation at fixed intervals) on such dates (each a "dividend

		payment date") in respect of such periods (each a "dividend period") and on such other terms and conditions as may be determined by the Directors prior to allotment thereof. References in these presents to a "dividend" on the Non-cumulative Dollar Preference Shares include a reference to each dividend in respect of each dividend period applicable thereto and references in this Article 4(D) to dividend payment dates and dividend periods are to dividend payment dates and dividend periods in respect of the Non-cumulative Dollar Preference Shares only. Such dividends shall be paid in priority to the payment of any dividends on the Ordinary Shares. The Non-cumulative Dollar Preference Shares shall rank for dividend after the Cumulative Preference Shares, pari passu with all other New Preference Shares expressed to rank pari passu therewith as regards participation in profits and otherwise in priority to any other share capital in the Company.

	(b)	Further provisions as to income

		All or any of the following provisions shall apply in relation to any particular Non-cumulative Dollar Preference Shares if so determined by the Directors prior to allotment thereof:-

	(i)	if, in the opinion of the Directors, the distributable profits of the Company are sufficient to cover the payment in full of dividends on the Non-cumulative Dollar Preference Shares on any dividend payment date and also the payment in full of all other dividends stated to be payable on such date on any other New Preference Share expressed to rank pari passu therewith as regards participation in profits, after payment in full, or the setting aside of a sum to cover the payment in full, of all dividends stated to be payable on such date on any Cumulative Preference Share, then each such dividend shall be declared and paid in full;

	(ii)	if, in the opinion of the Directors, the distributable profits of the Company are insufficient to cover the payment in full of dividends on the Non-cumulative Dollar Preference Shares on any dividend payment date and also the payment in full of all other dividends stated to be payable on such date on any other New Preference Share expressed to rank pari passu therewith as regards participation in profits, after payment in full, or the setting aside of a sum to cover the payment in full, of all dividends stated to be payable on or before such date on any Cumulative Preference Share, then dividends shall be declared by the Directors pro rata for the Non-cumulative Dollar Preference Shares and such other

		New Preference Shares to the extent of the available distributable profits (if any) to the intent that the amount of dividend declared per share on each such Non-cumulative Dollar Preference Share and other New Preference Share will bear to each other the same ratio as the dividends accrued per share on each such Non-cumulative Dollar Preference Share and other New Preference Share bear to each other. If it shall subsequently appear that any such dividend which has been paid should not, in accordance with the provisions of this sub-paragraph, have been so paid, then provided the Directors shall have acted in good faith, they shall not incur any liability for any loss which any shareholder may suffer in consequence of such payment having been made;

	(iii)	if in the opinion of the Directors, the payment of any dividend on any Non-cumulative Dollar Preference Shares would breach or cause a breach of the Bank of England's capital adequacy requirements applicable to the Company and/or any of its subsidiaries, then none of such dividend shall be declared or paid;

	(iv)	subject to sub-paragraph (v) below, the Non-cumulative Dollar Preference Shares shall carry no further right to participate in the profits of the Company and if and to the extent that any dividend or part thereof is on any occasion not paid for the reasons described in sub-paragraph (ii) or (iii) above, the holders of such shares shall have no claim in respect of such non-payment;

	(v)	if any dividend or part thereof on any Non-cumulative Dollar Preference Share is not payable for the reasons specified in sub-paragraphs (ii) or (iii) above and if they so resolve, the Directors may, subject to the Statutes, pay a special non-cumulative preferential dividend on the Non-cumulative Dollar Preference Shares at a rate not exceeding one (1) US cent per share (but so that reference elsewhere in this Article and in Article 4(C) to any dividend payable on any Non-cumulative Dollar Preference Shares shall not be treated as including a reference to any such special dividend);

	(vi)	if any date on which dividends are payable on Non-cumulative Dollar Preference Shares is not a day on which banks in London and the City of New York are open for business, and on which foreign exchange dealings may be conducted in such cities ("a Dollar Business Day"), then payment of the dividend payable

		on such date will be made on the succeeding Dollar Business Day and without any interest or other payment in respect of such delay unless such day shall fall within the next calendar month whereupon such payment will be made on the preceding Dollar Business Day;

	(vii)	dividends payable on Non-cumulative Dollar Preference Shares shall accrue from and to the dates determined by the Directors prior to allotment thereof, and the amount of dividend payable in respect of any period shorter than a full dividend period will be calculated on the basis of twelve 30 day months, a 360 day year and the actual number of days elapsed in such period;

	(viii)	if any dividend stated to be payable on the Non-cumulative Dollar Preference Shares on the most recent dividend payment date has not been declared and paid in full, or if a sum has not been set aside to provide for such payment in full, no dividends may be declared on any other share capital of the Company (other than the Cumulative Preference Shares), and no sum may be set aside for the payment thereof, unless, on the date of declaration relative to any such payment, an amount equal to the dividend stated to be payable on the Non-cumulative Dollar Preference Shares in respect of the then current dividend period is set aside for the payment in full of such dividend on the dividend payment date relating to the then current dividend period; and

	(ix)	if any dividend stated to be payable on the Non-cumulative Dollar Preference Shares on any dividend payment date has not been declared and paid in full, or if a sum has not been set aside to provide for such payment in full, the Company may not redeem or purchase or otherwise acquire for any consideration any other share capital of the Company, and may not set aside any sum nor establish any sinking fund for the redemption or purchase or other such acquisition thereof, until such time as dividends stated to be payable on the Non-cumulative Dollar Preference Shares in respect of successive dividend periods together aggregating no less than twelve months shall thereafter have been declared and paid in full.

	(c)	Capital

		The right on a winding up or liquidation, voluntary or otherwise other than (unless otherwise provided by the terms of issue of such share) a redemption or purchase by the Company of any

shares of any class to receive in Dollars out of the surplus assets of the Company available for distribution amongst the members:-

	(i)	after payment of the arrears (if any) of the fixed cumulative preferential dividends stated to be payable on the Cumulative Preference Shares to the holders thereof in accordance with Article 4(B) FIRSTLY and pari passu with the holders of any other New Preference Shares expressed to rank pari passu therewith as regards participation in profits and in priority to the holders of the Ordinary Shares of the Company a sum equal to:-

	(A)	the amount of any dividend which is due for payment after the date of commencement of the winding up or liquidation but which is payable in respect of a period ending on or before such date; and

	(B)	any further amount of dividend payable in respect of the period from the preceding dividend payment date to the date of payment in accordance with this sub-paragraph (i);

		but only to the extent that any such amount or further amount was, or would have been payable as a dividend in accordance with or pursuant to this Article 4(D) (other than pursuant to this provision); and

	(ii)	subject thereto, pari passu with the holders of the Cumulative Preference Shares and any other New Preference Shares expressed to rank pari passu therewith as regards participation in surplus assets in priority to the holders of the Ordinary Shares of the Company, a sum equal to the amount paid up or credited as paid up on the Non-cumulative Dollar Preference Shares (including any premium paid to the Company in respect thereof on issue).

If upon any such winding-up or liquidation, the amounts available for payment are insufficient to cover the amounts payable in full on the Cumulative Preference Shares, the Non-cumulative Dollar Preference Shares and on any other New Preference Shares expressed to rank pari passu therewith as regards participation in surplus assets, then the holders of the Cumulative Preference Shares, the Non-cumulative Dollar Preference Shares and such other New Preference Shares will share rateably in the distribution of surplus assets (if any) in

		proportion to the full respective preferential amounts to which they are entitled. No Non-cumulative Dollar Preference Share shall confer any right to participate in the surplus assets of the Company other than that set out in this sub-paragraph (2)(c) of this Article 4(D).

	(d)	Receipt of Notices

		The right to have sent to the holder of each Non-cumulative Dollar Preference Share (at the same time as the same are sent to the holders of Ordinary Shares) a copy of the Company's Annual Report and Accounts and Interim Financial Statement together with notice of any General Meeting of the Company at which such holder is entitled to attend and vote.

	(e)	Attendance and Voting at Meetings

		The right to attend at a General Meeting of the Company and to speak to or vote upon any Resolution proposed thereat in the following circumstances:-

	(i)	in respect of a Resolution which is to be proposed at the Meeting either varying or abrogating any of the rights attached to the Non-cumulative Dollar Preference Shares or proposing the winding up of the Company (and then in each such case only to speak to and vote upon any such Resolution);

	(ii)	in circumstances where the dividend stated to be payable on the Non-cumulative Dollar Preference Shares in respect of such number of dividend periods as the Directors shall determine prior to allotment thereof has not been declared and paid in full, and until such date as the Directors shall likewise determine; and

	(iii)	in such other circumstances as the Directors may determine prior to allotment of the Non-cumulative Dollar Preference Shares,

but not otherwise, together with the right, in such circumstances, if any, as the Directors may determine prior to allotment of the Non-cumulative Dollar Preference Shares, to seek to requisition a General Meeting of the Company for which purpose the Non-cumulative Dollar Preference Shares will be deemed to carry the number of votes determined pursuant to the following sentence. Whenever holders of Non-cumulative Dollar Preference Shares are so entitled to vote on a Resolution, on a show of hands every such holder who is present in person, and every proxy present who has been duly

		appointed by any such holder, shall have one vote and, on a poll, every such holder who is present in person or by proxy shall have such number of votes for each Non-cumulative Dollar Preference Share held as may be determined by the Directors prior to allotment of such Non-cumulative Dollar Preference Shares.

	(f)	Redemption

	(i)	Unless the Directors shall, prior to the allotment of any series of Non-cumulative Dollar Preference Shares, determine that such series shall be non-redeemable, each series of Non-cumulative Dollar Preference Shares shall, subject to the provisions of the Statutes, be redeemable at the option of the Company in accordance with the following provisions.

	(ii)	In the case of any series of Non-cumulative Dollar Preference Shares which are to be so redeemable:-

	(A)	the Company may, subject thereto, redeem on any Redemption Date (as hereinafter defined) all or some only of the Non-cumulative Dollar Preference Shares by giving to the holders of the Non-cumulative Dollar Preference Shares to be redeemed not less than 30 days' nor more than 60 days' prior notice in writing (a "Notice of Redemption") of the relevant Redemption Date. "Redemption Date" means, in relation to a Non-cumulative Dollar Preference Share, any date which falls no earlier than five years and one day after the date of allotment of the Non-cumulative Dollar Preference Share to be redeemed;

	(B)	there shall be paid on each Non-cumulative Dollar Preference Share so redeemed, in Dollars, the aggregate of the nominal amount thereof together with any premium paid on issue together with, where applicable, the Relevant Redemption Premium (defined below) and together with arrears (if any) of dividends thereon (whether earned or declared or not) in respect of the period from the dividend payment date last preceding the Redemption Date to the Redemption Date. "Relevant Redemption Premium" means an amount calculated in accordance with the following formula as applied in relation to a Redemption Date notified under sub-paragraph (A) above which

		falls within the period of twelve months commencing on the date following the fifth, sixth, seventh, eighth or ninth anniversary of the relevant date of allotment ("the Relevant Date"), as the case may be. The formula for calculation of the Relevant Redemption Premium shall be

		A x B where:- "A" is the amount of dividend excluding any associated tax credit (not expressed as a percentage) calculated at the date of allotment to which the holder of the Non-cumulative Dollar Preference Share to be redeemed would become entitled in respect of the twelve months following allotment by virtue of the terms of issue thereof on the assumption that such amount of dividend had accrued on the Non-cumulative Dollar Preference Share during such period and was payable at the end of such period and on the further assumption that there shall be no change in the associated tax credit affecting the amount of dividend payable in respect of such period; and "B" in relation to a Redemption Date falling within the period of twelve months commencing on the day following the fifth anniversary of the Relevant Date, is 66.66 per cent, or in relation to a Redemption Date falling within the period of twelve months commencing on the day following the sixth anniversary of the Relevant Date, is 53.33 per cent, or in relation to a Redemption Date falling within the period of twelve months commencing on the day following the seventh anniversary of the Relevant Date, is 40.00 per cent, or

in relation to a Redemption Date falling within the period of twelve months commencing on the day following the eighth anniversary of the Relevant Date, is 26.66 per cent,

in relation to a Redemption Date falling within the period of twelve months commencing on the day following the ninth anniversary of the Relevant Date is 13.33 per cent. No Relevant Redemption Premium shall be payable when the Redemption Date falls after the tenth anniversary of the Relevant Date. The product of the above formula in respect of a Non-cumulative Dollar Preference Share may, in the Directors' discretion, be rounded down to the nearest whole cent;

	(C)	in the case of a redemption of some only of the Non-cumulative Dollar Preference Shares in any series, the Company shall for the purpose of determining the particular Non-cumulative Dollar Preference Shares to be redeemed cause a drawing to be made at the Office or such other place as the Directors may approve in the presence of the Auditors for the time being of the Company;

	(D)	any Notice of Redemption given under sub-paragraph (ii) (A) above shall specify the applicable Redemption Date, the particular Non-cumulative Dollar Preference Shares to be redeemed and the redemption price (specifying the amount of the accrued and unpaid dividend per share to be included therein and stating that dividends on the Non-cumulative Dollar Preference Shares to be redeemed will cease to accrue on redemption), and shall state the place or places at which documents of title in respect of such Non-cumulative Dollar Preference Shares are to be presented and surrendered for redemption and payment of the redemption monies is to be effected. Upon such Redemption Date, the Company shall redeem the particular Non-cumulative Dollar Preference Shares to be redeemed on that date subject to the provisions of this paragraph and of the Statutes. No defect in the Notice of Redemption or in the

		giving thereof shall affect the validity of the redemption proceedings;

	(E)	the provisions of this and the following sub-paragraphs shall have effect in relation to Non-cumulative Dollar Preference Shares for the time being issued and registered in the Register of Members ("Registered Shares") and represented by certificates ("Certificates") and in relation to Non-cumulative Dollar Preference Shares which, in accordance with Article 52 of these presents, are for the time being issued and represented by a Warrant (as defined in the said Article 52) ("Bearer Shares"). Payments in respect of the amount due on redemption of a Registered Share shall be made by Dollar cheque drawn on a bank in London or in the City of New York or upon the request of the holder or joint holders not later than the date specified for the purpose in the Notice of Redemption by transfer to a Dollar account maintained by the payee with a bank in London or in the City of New York. Such payment will be against presentation and surrender of the relative Certificate at the place or one of the places specified in the Notice of Redemption and if any Certificate so surrendered includes any Non-cumulative Dollar Preference Shares not to be redeemed on the relevant Redemption Date the Company shall within fourteen days thereafter issue to the holder, free of charge, a fresh Certificate in respect of such Non-cumulative Dollar Preference Shares. Payment in respect of the amount due on redemption of a Bearer Share shall be made by Dollar cheque drawn on a bank in London or in the City of New York or upon the request of the holder not later than the date specified for the purpose in the Notice of Redemption by transfer to a Dollar account maintained by the payee with a bank in London or in the City of New York. Such payments will be made against presentation and surrender of the Warrant and all unmatured dividend coupons and talons (if any) at the place or the places specified in the Notice of Redemption. Upon the relevant Redemption Date all unmatured dividend coupons and any talon for additional dividend coupons appertaining thereto (whether or not returned) shall become void and no

		payment will be made in respect thereof. If the Warrant so surrendered represents any Non-cumulative Dollar Preference Shares not to be redeemed on the relevant Redemption Date the Company shall issue, free of charge, a fresh Warrant representing such Bearer Shares which are not to be redeemed on such Redemption Date.

		All payments in respect of redemption monies will in all respects be subject to any applicable fiscal or other laws;

	(F)	as from the relevant Redemption Date the dividend on the Non-cumulative Dollar Preference Shares due for redemption shall cease to accrue except on any such Non-cumulative Dollar Preference Share in respect of which, upon the due surrender of the Certificate or, as the case may be, the Warrant and all unmatured dividend coupons and talons (if any) in respect thereof, in accordance with sub-paragraph (E) above, payment of the redemption monies due on such Redemption Date shall be improperly withheld or refused, in which case such dividend, at the rate then applicable, shall be deemed to have continued and shall accordingly continue to accrue from the relevant Redemption Date to the date of payment of such redemption monies. Such Non-cumulative Dollar Preference Share shall not be treated as having been redeemed until the redemption monies in question together with the accrued dividend thereon shall have been paid;

	(G)	if the due date for the payment of the redemption monies on any Non-cumulative Dollar Preference Shares is not a Dollar Business Day then payment of such monies will be made on the next succeeding day which is a Dollar Business Day and without any interest or other payment in respect of such delay unless such day shall fall within the next calendar month whereupon such payment will be made on the preceding Dollar Business Day; and

	(H)	the receipt of the holder for the time being of any Registered Share (or in the case of joint holders the receipt of any one of them) and the

receipt of the person delivering any Warrant to the place or one of the places specified pursuant to sub-paragraph (D) above in respect of the monies payable on redemption on such Registered Share or, as the case may be, such Bearer Share, shall constitute an absolute discharge to the Company.

	(g)	Purchase

		Subject to the provisions of the Statutes and any other applicable laws, the Company may at any time and from time to time purchase any Non-cumulative Dollar Preference Shares upon such terms as the Directors shall determine provided that, in the case of Non-cumulative Dollar Preference Shares which are listed on the London Stock Exchange, the purchase price, exclusive of expenses and accrued dividends, shall not exceed (i) in the case of a purchase in the open market, or by tender (which shall be available alike to all holders of the Non-cumulative Dollar Preference Shares), the average of the closing middle market quotations of such Non-cumulative Dollar Preference Shares on the London Stock Exchange (as derived from The London Stock Exchange Daily Official List) for the last ten dealing days preceding the date of purchase or (if higher), in the case of a purchase in the open market only, the market price on the date of purchase provided that such market price is not more than 105 per cent of such average and (ii) in the case of a purchase by private treaty, 120 per cent of the closing middle market quotation of such Non-cumulative Dollar Preference Shares on the London Stock Exchange (as derived from The London Stock Exchange Daily Official List) for the last dealing day preceding the date of purchase: but so that this proviso shall not apply to any purchase of Non-cumulative Dollar Preference Shares made in the ordinary course of a business of dealing in securities.

(3)

(a)

Save with the written consent of the holders of three-quarters in nominal value of, or with the sanction of a Special Resolution passed at a separate General Meeting of the holders of, the Non-cumulative Dollar Preference Shares, the Directors shall not authorise or create, or increase the amount of, any shares of any class or any security convertible into shares of any class ranking as regards rights to participate in the profits or assets of the Company (other than on a redemption or purchase by the Company of any such shares) in priority to the Non-cumulative Dollar Preference Shares.

(b)

The special rights attached to any series of Non-cumulative Dollar Preference Shares allotted or in issue shall not (unless

otherwise provided by their terms of issue) be deemed to be varied by the creation or issue of any New Shares ranking as regards participation in the profits or assets of the Company in some or all respects pari passu with or after such Non-cumulative Dollar Preference Shares. Any new shares ranking in some or all respects pari passu with such Non-cumulative Dollar Preference Shares may without their creation or issue being deemed to vary the special rights attached to any Non-cumulative Dollar Preference Share then in issue either carry rights identical in all respects with such Non-cumulative Dollar Preference Shares or any of them or carry rights differing therefrom in any respect, including, but without prejudice to the generality of the foregoing, in that:-

	(i)	the rate or means of calculating the dividend may differ and the dividend may be cumulative or non-cumulative;

	(ii)	the New Shares or any series thereof may rank for dividend as from such date as may be provided by the terms of issue thereof and the dates for payment of dividend may differ;

	(iii)	the New Shares may be denominated in Sterling or in any Foreign Currency;

	(iv)	a premium may be payable on return of capital or there may be no such premium;

	(v)	the New Shares may be redeemable at the option of the holder or of the Company, or may be non-redeemable and if redeemable at the option of the Company, they may be redeemable at different dates and on different terms from those applying to the Non-cumulative Dollar Preference Shares; and

	(vi)	the New Shares may be convertible into Ordinary Shares or any other class of shares ranking as regards participation in the profits and assets of the Company pari passu with or after such Non-cumulative Dollar Preference Shares in each case on such terms and conditions as may be prescribed by the terms of issue thereof.

(E)

Category II non-cumulative dollar preference shares

	(1)	The rights as regards participation in profits and assets of the Company, receipt of notice, attendance and voting at meetings and redemption attaching to the Category II Non-cumulative Dollar Preference Shares of US$0.01 each in the capital of the Company(

		"Category II Non-cumulative Dollar Preference Shares") shall be as provided by this Article 4(E).

	(2)	Article 4(D) (in its present form or as from time to time altered) shall apply to the Category II Non-cumulative Dollar Preference Shares but with the following modifications:-

	(a)	subject to (b) below, for any reference (however worded and whether express or implied) to Non-cumulative Dollar Preference Shares there shall be deemed to be substituted a reference to Category II Non-cumulative Dollar Preference Shares;

	(b)	references to "New Preference Shares" shall be deemed to include the Non-cumulative Dollar Preference Shares;

	(c)	in Article 4(D)(2)(e) the words "and on such terms" shall be deemed to be inserted after "such circumstances" and the words "for which purpose the Non-cumulative Dollar Preference Shares will be deemed to carry the number of votes determined pursuant to the following sentence" shall be deemed to be deleted;

	(d)	in relation to any Category II Non-cumulative Dollar Preference share allotted prior to 16 January 1997 or allotted on exchange of any Exchangeable Capital Securities, Series A of the Company, in Article 4(D)(2)(f)(ii)(A) the last sentence shall be deemed to be deleted and the following deemed to be substituted therefor:-

		""Redemption Date" means, in relation to any Category II Non-cumulative Dollar Preference Share, any date which either (i) falls no earlier than such date (if any) as may be fixed by the Directors, prior to allotment of that share, as being the earliest date on which the Company may redeem such share, and the date so fixed shall be no earlier than five years and one day, and no later than ten years and one day, after the relevant date of allotment, or (ii) if no date is fixed by the Directors as aforesaid under (i) above in relation to that share, falls no earlier than five years and one day after the date of allotment of the Category II Non-cumulative Dollar Preference Share to be redeemed";

	(e)	in relation to any Category II Non-cumulative Dollar Preference Shares allotted on or after 16 January 1997 (other than on exchange of any Exchangeable Capital Securities, Series A of the Company), sub-paragraphs (A) and (B) of Article 4(D)(2)(f)(ii) shall be deemed to be deleted and the following deemed to be substituted therefor:-

	"(A)	the Company may, subject thereto, redeem on any Redemption Date (as hereinafter defined) all or some only of the Category II Non-cumulative Dollar Preference Shares by giving to the holders of the Category II Non-cumulative Dollar Preference Shares to be redeemed not less than 30 days nor more than 60 days prior notice in writing (a "Notice of Redemption") of the relevant Redemption Date. "Redemption Date" means, in relation to a Category II Non-cumulative Dollar Preference Share, any date which falls no earlier than three years and one day (or such longer period (if any) as may be fixed by the Directors prior to allotment of such Share) after the date of allotment of the Category II Non-cumulative Dollar Preference Share to be redeemed ("the Relevant Date") (provided that the Directors may determine prior to allotment that a Redemption Date must, in addition to falling as aforesaid, fall on such anniversary (or on such anniversaries) of the date of allotment as may be fixed by the Directors prior to allotment);

	(B)	there shall be paid on each Category II Non-cumulative Dollar Preference Share so redeemed, in Dollars, the aggregate of the nominal amount thereof together with any premium paid on issue together with, where applicable, the Relevant Redemption Premium (defined below) and together with arrears (if any) of dividends thereon (whether earned or declared or not) in respect of the period from the dividend payment date last preceding the Redemption Date to the Redemption Date. "Relevant Redemption Premium" means an amount calculated in accordance with such one (if any) of the following three formulae as applied in relation to a Redemption Date notified under sub-paragraph (A) above which falls within the period of twelve months commencing on the date following the third, fourth, fifth, sixth or seventh anniversary of the Relevant Date, as the case may be, as may be determined by the Directors prior to the Relevant Date. The formula for calculation of the Relevant Redemption Premium shall be:-

(a)

A x B

	where:-

	"A" is the amount of dividend excluding any associated tax credit (not expressed as a percentage) calculated at the date of allotment to

which the holder of the Category II Non-cumulative Dollar Preference Share to be redeemed would become entitled in respect of the twelve months following allotment by virtue of the terms of issue thereof on the assumption that such amount of dividend had accrued on the Category II Non-cumulative Dollar Preference Share during such period and was payable at the end of such period and on the further assumption that there shall be no change in the associated tax credit affecting the amount of dividend payable in respect of such period; and

"B" in relation to a Redemption Date falling within the period of twelve months commencing on the day following the third anniversary of the Relevant Date, is 66.66 per cent.,

in relation to a Redemption Date falling within the period of twelve months commencing on the day following the fourth anniversary of the Relevant Date, is 53.33 per cent.,

in relation to a Redemption Date falling within the period of twelve months commencing on the day following the fifth anniversary of the Relevant Date, is 40.00 per cent.,

in relation to a Redemption Date falling within the period of twelve months commencing on the day following the sixth anniversary of the Relevant Date, is 26.66 per cent.,

in relation to a Redemption Date falling within the period of twelve months commencing on the day following the seventh anniversary of the Relevant Date is 13.33 per cent; or

	(b)	C x D

		where:- "C" is the amount of dividend excluding any associated tax credit (not expressed as a percentage) calculated at the date of allotment to which the holder of the Category II Non-cumulative Dollar Preference Share to be redeemed would become entitled in respect of the twelve months following allotment by virtue of the terms of issue thereof on the assumption that such amount of dividend had accrued on the Category II Non-cumulative Dollar Preference Share during such period and was payable at the end of such period and on the further assumption that there shall be no change in the associated tax credit affecting the amount of dividend payable in respect of such period; and "D" in relation to a Redemption Date falling within the period of twelve months commencing on the day following the third anniversary of the Relevant Date, is 50 per cent., or in relation to a Redemption Date falling within the period of twelve months commencing on the day following the fourth anniversary of the Relevant Date, is 40 per cent., or in relation to a Redemption Date falling within the period of twelve months commencing on the day following the fifth anniversary of the Relevant Date, is 30 per cent., or in relation to a Redemption Date falling within the period of twelve months commencing on the day following the sixth anniversary of the Relevant Date, is 20 per cent., or

in relation to a Redemption Date falling within the period of twelve months commencing on the day following the seventh anniversary of the Relevant Date is 10 per cent; or

	(c)	E x F

		where:- "E" is the amount of US$25; and "F" in relation to a Redemption Date falling within the period of twelve months commencing on the day following the third anniversary of the Relevant Date, is 33.33 per cent., or in relation to a Redemption Date falling within the period of twelve months commencing on the day following the fourth anniversary of the Relevant Date, is 26.66 per cent., or in relation to a Redemption Date falling within the period of twelve months commencing on the day following the fifth anniversary of the Relevant Date, is 20 per cent., or in relation to a Redemption Date falling within the period of twelve months commencing on the day following the sixth anniversary of the Relevant Date, is 13.33 per cent., or in relation to a Redemption Date falling within the period of twelve months commencing on the day following the seventh anniversary of the Relevant Date, is 6.66 per cent.
	No Relevant Redemption Premium shall be payable when the Redemption Date falls after the eighth anniversary of the Relevant Date. The product of any of the above formulae in respect of a Category II Non-cumulative Dollar Preference Share may, in the

Directors' discretion, be rounded down to the nearest whole cent.

The Directors may, in their discretion, determine in relation to any Category II Non-cumulative Dollar Preference Share, prior to the Relevant Date, that none of the above formulae shall apply, in which event no Relevant Redemption Premium shall be payable;"", and

(f)

notwithstanding the terms of sub-paragraph (e) above, in relation to any Category II Non-cumulative Dollar Preference Shares allotted on or after 14 January 2000 (other than on exchange of any Exchangeable Capital Securities, Series A of the Company) the provisions of sub-paragraph (A) and (B) set out in sub-paragraph (e) above shall have effect subject to the following modifications:

(i)

the reference in sub-paragraph (A) to three years and one day shall be deemed to be a reference to five years and one day;

(ii)

notwithstanding the terms of sub-paragraph (B), a Relevant Redemption Premium shall only be payable when the relevant Redemption Date falls after the tenth anniversary of the Relevant Date and on or prior to the twentieth anniversary of the Relevant Date (the ''redemption premium period''). The formula for calculation of such Relevant Redemption Premium (subject to rounding down as specified in sub-paragraph (B)) shall be as specified in (iii) below. The Directors may, in their discretion, determine in relation to any Category II Non-cumulative Dollar Preference Share, prior to the Relevant Date, that no Relevant Redemption Premium shall be payable;

	(iii)	the formula for calculating the Relevant Redemption Premium shall be:

		A x B where: ''A'' is as defined in sub-paragraph (e) above; ''B'' is, in relation to any Redemption Date falling within the redemption premium period, a percentage determined from the table below by reference to the anniversary of the Relevant Date specified in the left-hand column which is the latest to occur prior to that Redemption Date:

Anniversary of the
Relevant Date	Percentage

tenth	50%
eleventh	45%
twelfth	40%
thirteenth	35%
fourteenth	30%
fifteenth	25%
sixteenth	20%
seventeenth	15%
eighteenth	10%
nineteenth	5%

(g)

in relation to any particular Category II Non-cumulative Dollar Preference Shares allotted on or after the date of passing of resolution 17 set out in Appendix 2 to the circular letter to shareholders dated 15th March 2004, all of the following provisions shall apply if (but only if) the Directors so determine prior to allotment thereof:

	(i)	the Directors may, in their sole and absolute discretion, resolve prior to any dividend payment date that the dividend on such Category II Non-cumulative Dollar Preference Shares, or part thereof, shall not be paid on that dividend payment date. If the Directors resolve as aforesaid, then none or (as the case may be) part only of the dividend shall be declared and/or paid. The Directors shall not be bound to give their reasons for exercising their discretion under this sub-paragraph, and the Directors may exercise their discretion in respect of a dividend notwithstanding the previous setting aside of a sum to provide for payment of that dividend;

	(ii)	to the extent that any dividend or part of a dividend on any Category II Non-cumulative Dollar Preference Shares is, on any occasion, not paid by reason of the exercise of the Directors' discretion pursuant to sub-paragraph (i) above, the holders of such shares shall have no claim in respect of such non-payment;

	(iii)	if any dividend or part of a dividend on any Category II Non-cumulative Dollar Preference Shares has, on any occasion, not been paid by reason of the exercise of the Directors' discretion under sub-paragraph (i) above:

	(1)	the provisions of sub-paragraphs (viii) and (ix) of Article 4(D)(2)(b) shall not apply in respect of such non-payment;

	(2)	such non-payment shall not prevent or restrict (a) the declaration and payment of dividends on

		any other Category II Non-cumulative Dollar Preference Shares, or on any preference share capital of the Company expressed to rank pari passu with the Category II Non-cumulative Dollar Preference Shares, (b) the setting aside of sums for the payment of such dividends, (c) (subject to (4) below) the redemption, purchase or other acquisition of shares in the Company by the Company, or (d) (subject to (4) below) the setting aside of sums, or the establishment of sinking funds, for any such redemption, purchase or other acquisition by the Company;

	(3)	no dividend may be declared or paid on any share capital ranking after the Category II Non-cumulative Dollar Preference Shares as regards participation in profits (including the Ordinary Shares) until such time as the dividend stated to be payable on the Category II Non-cumulative Dollar Preference Shares to which the non-payment relates in respect of a dividend period has thereafter been declared and paid in full; and

	(4)	the Company may not redeem or purchase or otherwise acquire for any consideration any share capital ranking after the Category II Non-cumulative Dollar Preference Shares, and may not set aside any sum nor establish any sinking fund for the redemption, purchase or other such acquisition thereof, until such time as dividends stated to be payable on the Category II Non-cumulative Dollar Preference Shares to which the non-payment relates in respect of successive dividend periods together aggregating no less than twelve months shall thereafter have been declared and paid in full;

(iv)

if there is any conflict between the provisions of this Article 4(E)(2)(g), as they apply to any Category II Non-cumulative Dollar Preference Shares, and any other provisions of Article 4(D) or this Article 4(E) applying to such Category II Non-cumulative Dollar Preference Shares, the provisions of this Article 4(E)(2)(g) shall prevail. In Article 4(D)(2)(a), the words ", and subject to the provisions of Article 4(E)(2)(g), if applicable" shall be deemed to be inserted after "if applicable" in the first sentence, and in Article 4(D)(2)(b) the words "(subject to the provisions of Article 4(E)(2)(g), if

		applicable)" shall be deemed to be inserted after "such dividend shall" in sub-paragraph (i) and after "dividends shall" in sub-paragraph (ii);

	(v)	in determining the sum payable on any Category II Non-cumulative Dollar Preference Shares pursuant to Article 4(D)(2)(c)(i) on a winding up or liquidation, the Directors' discretion under sub-paragraph (i) above shall be disregarded save in so far as such discretion was actually exercised prior to the making of the determination;

	(vi)	in calculating the Relevant Redemption Premium (if any) payable in respect of any Category II Non-cumulative Dollar Preference Shares, the component "A" in the formula for such calculation shall be determined on the assumption that there shall be no exercise by the Directors of their discretion under sub-paragraph (i) above in respect of such Category II Non-cumulative Dollar Preference Shares; and

	(vii)	for the avoidance of doubt, no series of Category II Non-cumulative Dollar Preference Shares shall be treated as ranking after any other New Preference Shares with which it is expressed to rank pari passu as regards participating in profits, by reason only of the provisions set out in this Article 4(E)(2)(g) being included in the terms of issue applicable to that series, or any dividend on that series not being paid by virtue of this Article 4(E)(2)(g).

(3)

For the avoidance of doubt, the Category II Non-cumulative Dollar Preference Shares are, for the purposes of Articles 4(C) and 4(D), New Preference Shares expressed to rank pari passu with the Non-cumulative Sterling Preference Shares and the Non-cumulative Dollar Preference Shares as regards participation in surplus profits and surplus assets.

	(F)	Subject to the provisions of Article 4 and to the special rights attached to the Non-cumulative Sterling Preference Shares and the Non-cumulative Dollar Preference Shares and the Category II Non-cumulative Dollar Preference Shares and the Non-cumulative Euro Preference Shares and the Convertible Preference Shares (as defined in Article 4B) and the Category II Non-cumulative Convertible Sterling Preference Shares and to any special rights which are or may be attached to any other class of shares (i) the profits of the Company available for dividend and resolved to be distributed shall be distributed by way of dividend amongst the holders of the Ordinary Shares and (ii) on a winding up or liquidation, voluntary or otherwise, the residue, if any, of the surplus assets of the Company available for distribution amongst the

members shall belong to the holders of the Ordinary Shares and be divided amongst them in proportion to the amounts paid up or credited as paid up on such shares held by them respectively.

4A	Non-cumulative Euro Preference Shares

	Each Non-cumulative Euro Preference Share of €0.01 forming part of the share capital of the Company (a "Non-cumulative Euro Preference Share") shall confer the rights as to participation in the profits and assets of the Company, receipt of notices, attendance and votings at meetings and redemption specified or referred to in Schedule 1 to these presents ("Schedule 1", which Schedule shall be regarded as part of these presents).

4B	Non-cumulative Convertible Preference Shares

	(1)	Non-cumulative Convertible Sterling Preference Shares: Each Non-cumulative Convertible Sterling Preference Share of £0.01 forming part of the share capital of the Company (a ''Non-cumulative Convertible Sterling Preference Share'') shall confer the rights as to participation in the profits and assets of the Company, receipt of notices, attendance and voting at meetings, redemption and conversion specified or referred to in Parts 1 and 4 of Schedule 2 to these presents (''Schedule 2'' which schedule shall be regarded as part of these presents).

	(2)	Non-cumulative Convertible Dollar Preference Shares: Each Non-cumulative Convertible Dollar Preference Share of US$0.01 forming part of the share capital of the Company (a ''Non-cumulative Convertible Dollar Preference Share'') shall confer the rights as to participation in the profits and assets of the Company, receipt of notices, attendance and voting at meetings, redemption and conversion specified or referred to in Parts 2 and 4 of Schedule 2.

	(3)	Non-cumulative Convertible Euro Preference Shares: Each Non-cumulative Convertible Euro Preference Share of € 0.01 forming part of the share capital of the Company (a ''Non-cumulative Convertible Euro Preference Share'') shall confer the rights as to participation in the profits and assets of the Company, receipt of notices, attendance and voting at meetings, redemption and conversion specified or referred to in Parts 3 and 4 of Schedule 2.

	(4)	In Schedule 2, ''Convertible Preference Shares'' means all or any of the Non-cumulative Convertible Sterling Preference Shares, the Non-cumulative Convertible Dollar Preference Shares and the Non-cumulative Convertible Euro Preference Shares (each a ''Convertible Preference Share'').

4C	Category II Non-cumulative Convertible Sterling Preference Shares

	Each Category II Non-cumulative Convertible Preference Share of £0.25 forming part of the share capital of the Company (a "Category II Non-cumulative Convertible Sterling Preference Share") shall confer the rights as to participation in the profits and assets of the Company, receipt of notices, attendance and voting at meetings,

	redemption and conversion specified or referred to in Schedule 3 to these presents ("Schedule 3" which schedule shall be regarded as part of these presents).

4D.	Additional Value Shares

	Each Additional Value Share of £0.01 forming part of the share capital of the Company (an "Additional Value Share") shall confer the rights as to participation in the profits and assets of the Company, receipt of notices, attendance and voting at meetings and conversion specified or referred to in Schedule 4 to these presents ("Schedule 4") which schedule shall be regarded as part of these presents.

5.	Shares with special rights and redeemable shares

	Without prejudice to any special rights previously conferred on the holders of any shares or class of shares for the time being issued (which special rights may be varied or abrogated only in the manner provided by the next following Article), any share in the Company may be issued with such preferred, deferred or other special rights, or subject to such restrictions, whether in regard to participation in the profits or assets of the Company, voting or otherwise, as the Company may from time to time by Ordinary Resolution determine (or, failing any such determination or in pursuance of any power conferred on the Directors by these presents or by Ordinary Resolution, as the Directors may determine) and subject to the provisions of the Statutes the Company may issue any shares which are, or at the option of the Company or the holder are to be liable, to be redeemed.

VARIATION OF RIGHTS

6.	Method of varying class rights

	Whenever the share capital of the Company is divided into different classes of shares, the special rights attached to any class may, subject to the provisions of the Statutes, be varied or abrogated either with the consent in writing of the holders of three-fourths of the issued shares of the class or with the sanction of a Special Resolution passed at a separate General Meeting of the holders of the shares of the class (but not otherwise) and may be so varied or abrogated either whilst the Company is a going concern or during or in contemplation of a winding up. To every such separate General Meeting all the provisions of these presents relating to General Meetings of the Company and to the proceedings thereat shall mutatis mutandis apply, except that the necessary quorum shall be two persons at least holding or representing by proxy one-third in nominal amount of the issued shares of the class (but so that if at any adjourned meeting a quorum as above defined is not present, any two holders of shares of the class present in person or by proxy shall be a quorum) and that any holder of shares of the class present in person or by proxy may demand a poll and that every such holder shall on a poll have one vote for every share of the class held by him. The foregoing provisions of this Article shall apply to the variation or abrogation of the special rights attached to some only of the shares of any class as if the shares concerned and the remaining shares of such class formed separate classes.

7.	When share rights deemed to be varied

	The special rights attached to any class of shares having preferential rights shall not unless otherwise expressly provided by the terms of issue thereof be deemed to be varied by the creation or issue of further shares ranking as regards participation in the profits or assets of the Company in some or all respects pari passu therewith but in no respect in priority thereto.

ALTERATION OF CAPITAL

8.	Increase of capital

	The Company may from time to time by Ordinary Resolution increase its capital by such sum to be divided into shares of such amounts, and denominated in such currencies, as the resolution shall prescribe.

9.	New shares

	All new shares shall be subject to the provisions of the Statutes and of these presents with reference to allotment, payment of calls, lien, transfer, transmission, forfeiture and otherwise.

10(A).	Alterations permitted by ordinary resolution

	The Company may by Ordinary Resolution:-

	(1)	Consolidate and divide all or any of its share capital into shares of larger amount than its existing shares.

	(2)	Cancel any shares which, at the date of the passing of the resolution, have not been taken, or agreed to be taken, by any person and diminish the amount of its capital by the amount of the shares so cancelled.

	(3)	Sub-divide its shares, or any of them, into shares of smaller amount than is fixed by the Memorandum of Association (subject, nevertheless, to the provisions of the Statutes), and so that the resolution whereby any share is sub-divided may determine that, as between the holders of the shares resulting from such sub-division, one or more of the shares may, as compared with the others, have any such preferred, deferred or other special rights, or be subject to any such restrictions, as the Company has power to attach to unissued or new shares.

(B).	Fractions arising

	Upon any consolidation of fully paid shares into shares of larger amount the Directors may settle any difficulty which may arise with regard thereto and in particular may as between the holders of shares so consolidated determine which shares are consolidated into each consolidated share and in the case of any shares registered in the name of one holder (or joint holders) being consolidated with shares registered in

	the name of one holder (or joint holders) may make such arrangements for the allocation, acceptance or sale of the consolidated share and for the distribution of any moneys received in respect thereof as may be thought fit and for the purpose of giving effect thereto may appoint some person to transfer the consolidated share or any fractions thereof and to receive the purchase price thereof and any transfer executed in pursuance thereof shall be effective and after such transfer has been registered no person shall be entitled to question its validity.

11.	Power to purchase own shares

	Subject to the provisions of the Statutes, and to any rights conferred on the holders of any class of shares and to any requirements imposed by the London Stock Exchange in respect of securities admitted to listing, the Company may purchase, or enter into a contract under which it will or may purchase, any of its own shares (including any redeemable shares). Neither the Company nor the Directors shall be required to select the shares to be purchased rateably or in any other particular manner as between the holders of shares of the same class or as between them and the holders of shares of any other class or in accordance with the rights as to dividends or capital conferred by any class of shares.

	Unless otherwise provided by the terms of issue, the rights attached to any New Preference Share shall not be deemed to be varied or abrogated by the purchase or redemption by the Company of any of its shares ranking as regards participation in the profits or assets of the Company pari passu with or postponed to such share.

12.	Power to reduce capital

	The Company may reduce its share capital or any capital redemption reserve, share premium account or other undistributable reserve in any manner and with and subject to any incident authorised, and consent required, by law. Unless otherwise provided by the terms of issue, the rights attached to any New Preference Share shall not be deemed to be varied or abrogated by a reduction of any share capital ranking as regards participation in the profits and assets of the Company pari passu with or postponed to such share.

13(A).	Shares at the disposal of the Directors

	Subject to the provisions of the Statutes relating to authority, pre-emption rights and otherwise and of any resolution of the Company in General Meeting passed pursuant thereto and of these presents, all unissued shares in the Company shall be at the disposal of the Directors and they may allot (with or without conferring a right of renunciation), grant options over or otherwise dispose of them to such persons, at such times and on such terms as they think proper. No share in the Company may be allotted (a) for cash in a currency other than that in which it is denominated or (b) for a consideration other than cash unless the value ascribed thereto is denominated in the same currency as such share.

(B).	Directors' authority to allot shares and power to allot shares for cash

	(1)	The Directors shall be generally and unconditionally authorised pursuant to and in accordance with Section 80 of the 1985 Act to exercise for each Section 80 prescribed period all the powers of the Company to allot and to make offers or agreements to allot relevant securities up to an aggregate nominal amount equal to the Section 80 amount (save that the Directors shall not be authorised hereunder to issue any New Preference Shares).

	(2)	During each Section 89 prescribed period the Directors shall be empowered to allot and to make offers or agreements to allot equity securities wholly for cash (pursuant to and within the terms of the said authority, by way of sales of treasury shares, or both):-

	(i)	in connection with a rights issue;

	(ii)	pursuant to any authority conferred upon the Directors in accordance with and pursuant to Article 143; and

	(iii)	otherwise than pursuant to sub-paragraphs (i) or (ii) above, up to an aggregate nominal amount equal to the Section 89 amount;

		as if Section 89(1) of the 1985 Act did not apply to any such allotment.

	(3)	By such authority and power, the Directors may during such period make offers or agreements which would or might require the allotment of securities after the expiry of such period.

	(4)	For the purposes of this Article 13(B):

	(i)	"rights issue" means an offer of equity securities to holders on a fixed record date of (a) Ordinary Shares in proportion to their respective holdings and (b) other equity securities to the extent required or permitted by the rights attached thereto (but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or legal or practical problems under the laws of, or the requirements of any recognised regulator body or any stock exchange in, any territory);

	(ii)	"Section 80 prescribed period" means, in the first instance, the period commencing on the day of the adoption of these presents and ending on the date of the Company's Annual General Meeting in 2009 and thereafter shall mean any other period (not exceeding 5 years on any occasion) for which the authority conferred by sub-paragraph (1) above is renewed or extended by an Ordinary Resolution of the Company stating the Section 80 amount for such period;

	(iii)	"Section 89 prescribed period" means, in the first instance, the period from the date of the adoption of these presents to the date of the

		Annual General Meeting in 2009 or 23 July 2009 (whichever is the earlier), and shall thereafter mean any period (not exceeding 15 months on any occasion) for which the authority and power conferred by sub-paragraph (2) above is renewed by a Special Resolution of the Company stating the Section 89 amount for such period;

	(iv)	"Section 80 amount" shall for the first Section 80 prescribed period be £833,925,071, but only if Resolution 13 in the notice of the Company's Annual General Meeting in 2008 has been duly passed at that meeting before these presents are adopted, and for any other Section 80 prescribed period shall be that stated in the relevant Ordinary Resolution or any increased amount fixed by Ordinary Resolution;

	(v)	"Section 89 amount" shall for the first Section 89 prescribed period be £125,088,760, but only if Resolution 14 in the notice of the Company's Annual General Meeting in 2008 has been duly passed at that meeting before these presents are adopted, and for any other Section 89 prescribed period shall be that stated in the relevant Special Resolution; and

	(vi)	the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or to convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights.

14.	Commission

	In addition to all other powers of paying commissions, the Company may exercise the powers of paying commissions conferred by the Statutes to the full extent thereby permitted. The Company may also on any issue of shares pay such brokerage as may be lawful. Subject to the Statutes, any such commission or brokerage may be satisfied by the payment of cash or by the allotment of fully or partly paid shares or partly in one way and partly in another.

15.	Renunciation

	The Directors may at any time after the allotment of any share but before any person has been entered in the Register of Members as the holder recognise a renunciation thereof by the allottee in favour of some other person and may accord to any allottee of a share a right to effect such renunciation upon and subject to such terms and conditions as the Directors may think fit to impose.

16.	Interests not recognised

	Except as required by law, no person shall be recognised by the Company as holding any share upon any trust, and the Company shall not be bound by or compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share, or any interest in any fractional part of a share, or (except only as by these presents or by law otherwise provided) any other right in

respect of any share, except an absolute right to the entirety thereof in the registered holder or, in the case of a share warrant, in the bearer of the warrant for the time being.

EVIDENCE OF TITLE TO SHARES

17.	Uncertificated Shares

	(A)	Pursuant and subject to the Uncertificated Securities Regulations, the Directors may permit title to shares of any class to be evidenced otherwise than by a certificate and title to shares of such a class to be transferred by means of a relevant system and may make arrangements for a class of shares (if all shares of that class are in all respects identical) to become a participating class. Title to shares of a particular class may only be evidenced otherwise than by a certificate where that class of shares is for the time being a participating class. The Directors may also, subject to compliance with the Uncertificated Securities Regulations and the rules of any relevant system, determine at any time that title to shares of any class may from a date specified by the Directors no longer be evidenced otherwise than by a certificate or that title to shares of such a class shall cease to be transferred by means of any particular relevant system. For the avoidance of doubt, shares which are uncertificated shares shall not be treated as forming a class of shares which are separate from certificated shares with the same rights.

	(B)	In relation to a class of shares which is, for the time being, a participating class and for so long as it remains a participating class, no provision of these Articles shall apply or have effect to the extent that it is inconsistent in any respect with:-

	(i)	the holding of shares of that class in uncertificated form;

	(ii)	the transfer of title to shares of that class by means of a relevant system; and

	(iii)	any provision of the Uncertificated Securities Regulations.

(C)

Shares of a class which is for the time being a participating class may be changed from uncertificated form, and from certificated to uncertificated form, in accordance with and subject as provided in the Uncertificated Securities Regulations and the rules of any relevant system, and the Directors shall record on the register of members that the shares are held in certificated or uncertificated form as appropriate.

18.	Certificated shares

	Subject to the provisions of the Uncertificated Securities Regulations, the rules of any relevant system and these presents, every person (except a person to whom the Company is not by law required to issue a certificate) whose name is entered as a member in the register of members in respect of any shares of any one class upon the

	issue or transfer thereof shall be entitled without payment to a certificate therefor (in the case of issue) within one month (or such longer period as the terms of issue shall provide) after allotment or (in the case of a transfer of fully paid shares) within fourteen days after lodgement of a transfer or receipt of the relevant Operator-instruction by the Company or (in the case of a transfer of partly paid shares) within two months after lodgement of a transfer or receipt of the relevant Operator-instruction by the Company or (upon payment of such reasonable charge (if any) for every certificate after the first as the Directors shall from time to time determine) to several certificates, each for one or more of his shares of any class. Provided that the Company shall not be bound to register more than four persons as the joint holders of a share and in the case of a share held jointly by several persons the Company shall not be bound to issue more than one certificate for each class of shares so held and delivery of a certificate to one of such persons shall be deemed sufficient delivery to all. A member who has transferred some but not all of the shares comprised in a share certificate shall be entitled to a certificate for the balance without charge.

19.	Authentication and form of certificates

	Every certificate for shares or debentures or other securities of the Company shall (except to the extent that the terms and conditions for the time being relating thereto otherwise provide) be issued under the Seal (or under a Securities Seal or, in the case of shares on a branch register, an official seal for use in the relevant territory) and (subject as hereinafter provided) shall bear the autographic signatures at least of one Director and the Secretary. Provided that the Directors may by resolution determine, either generally or in any particular case or cases, that such signatures or either of them shall be dispensed with or shall be affixed by some method or system of mechanical signature or that certificates may be signed or authenticated by some other person or persons. Every such certificate shall specify the number and class of shares, debentures or other securities to which it relates and the amount paid up thereon. No certificate shall be issued representing shares, debentures or other securities of more than one class. No certificate need be issued in respect of shares, debentures or other securities held by a recognised clearing house or a nominee of a recognised clearing house or of a recognised investment exchange or any other person in respect of whom the Company is not required by law to complete and have ready for delivery a certificate as provided herein. Notwithstanding the foregoing provisions of this Article, the Directors may by resolution determine, either generally or in any particular case or cases, that certificates for shares, debentures or other securities shall bear the signatures or facsimile signatures of two authorised officers of the Company and need not be issued under the Seal or the Securities Seal or an official seal.

20.	Cancellation and replacement of certificates

	(A)	Any two or more certificates representing shares of any one class held by any member may at his request be cancelled and a single new certificate for all such shares issued in lieu subject, if the Directors so require, to payment of the reasonable out of pocket expenses of the Company in providing the same.

	(B)	If any member shall surrender for cancellation a share certificate representing shares held by him and request the Company to issue in lieu two or more share

		certificates representing such shares in such proportions as he may specify, the Directors may, if they think fit, comply with such request.

	(C)	If a share certificate shall be damaged, defaced, worn out, or alleged to have been lost, stolen or destroyed, it shall be replaced by a new certificate on request without fee but on such terms (if any) as to evidence and indemnity and to payment of any exceptional out-of-pocket expenses of the Company in investigating the evidence and preparing the indemnity as the Directors may decide and, where it is defaced or worn out, after delivery of the old certificate to the Company.

	(D)	In the case of shares held jointly by several persons any such request may be made by any one of the joint holders.

CALLS ON SHARES

21.	Power to make calls

	The Directors may from time to time make calls upon the members in respect of any monies unpaid on their shares (whether on account of the nominal value of the shares or by way of premium) and not by the terms of issue thereof made payable at fixed times. Each member shall (subject to being given at least fourteen days' notice specifying the time or times and place of payment) pay to the Company at the time or times and place so specified the amount called on his shares. A call may be revoked or postponed as the Directors may determine.

22.	Time when call made

	A call shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed and may be made payable by instalments.

23.	Liability of joint holders

	The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

24.	Interest payable

	If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest on the sum from the day appointed for payment thereof to the time of actual payment at such rate (not exceeding 5 per cent per annum above the Base Rate, or in the absence of any Base Rate, 20 per cent per annum) as the Directors determine and all expenses that may have been incurred by the Company by reason of such non-payment, but the Directors shall be at liberty in any case or cases to waive payment of such interest and expenses wholly or in part.

25.	Deemed calls

	Any sum (whether on account of the nominal value of the share or by way of premium) which by the terms of issue of a share becomes payable upon allotment or at any fixed date shall for all the purposes of these presents be deemed to be a call duly made and payable on the date on which by the terms of issue the same becomes payable. In the case of non-payment all the relevant provisions of these presents as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.

26.	Differentiation of calls

	The Directors may at any time and from time to time differentiate between the holders as to the amount of calls to be paid and the times of payment.

27.	Payment of calls in advance

	The Directors may if they think fit receive from any member willing to advance the same all or any part of the monies (whether on account of the nominal value of the shares or by way of premium) uncalled and unpaid upon the shares held by him and such payment in advance of calls shall extinguish pro tanto the liability upon the shares in respect of which it is made and upon the monies so received (until and to the extent that the same would but for such advance become payable) the Company may pay interest at such rate (not exceeding the Base Rate or, in the absence of any Base Rate, 12 per cent per annum) as the member paying such sum and the Directors agree upon. The Directors may at any time repay monies paid in advance of calls upon giving to the member not less than one month's notice in writing.

FORFEITURE, SURRENDER AND LIEN

28.	Notice requiring payment of calls on default

	If a member fails to pay the whole or any part of any call or instalment of a call on the day appointed for payment thereof, the Directors may at any time thereafter during such time as any part of such call or instalment remains unpaid, serve a notice on him requiring payment of so much of the call or instalment as is unpaid together with any accrued interest and any costs, charges and expenses incurred by the Company by reason of such non-payment.

29.	Content of notice

	The notice shall name a further day (not being less than seven days from the date of service of the notice) on or before which, and the place where, the payment required by the notice is to be made, and shall state that in the event of non-payment in accordance therewith the shares on which the call was made will be liable to be forfeited.

30.	Forfeiture for non-compliance

	If the requirements of any such notice as aforesaid are not complied with, any share in respect of which such notice has been given may at any time thereafter, before payment of all calls, interest, costs, charges and expenses due in respect thereof has been received by the Company, be forfeited by a resolution of the Directors to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited share and not actually paid before forfeiture. The Directors may accept a surrender of any share liable to be forfeited hereunder. When a share has been forfeited, the Company shall give notice of the forfeiture to the person who was before forfeiture the holder of the share or the person entitled by transmission to the share. No forfeiture will be invalidated by any omission to give such notice. An entry of the fact and date of forfeiture shall be made in the Register of Members.

31.	Sale of forfeited shares

	A share so forfeited or surrendered shall become the property of the Company and may (subject to the provisions of the Statutes) be sold, re-allotted or otherwise disposed of either to the person who was before such forfeiture or surrender the holder thereof or entitled thereto or to any other person upon such terms and in such manner as the Directors shall think fit and at any time before a sale, re-allotment or disposition the forfeiture or surrender may be cancelled on such terms as the Directors think fit. The Directors may, if necessary, authorise some person to transfer a forfeited or surrendered share to any such other person as aforesaid.

32.	Extinction of rights

	A member whose shares have been forfeited or surrendered shall cease to be a member in respect of the forfeited or surrendered shares but shall notwithstanding the forfeiture or surrender remain liable to pay to the Company all moneys which at the date of forfeiture or surrender were presently payable by him to the Company in respect of the shares with interest thereon at 5 per cent per annum above the Base Rate or, in the absence of any Base Rate, 20 per cent per annum (or in either case such lower rate as the Directors may approve) from the date of forfeiture or surrender until payment but the Directors may waive payment of such moneys and/or interest either wholly or in part and the Directors may enforce payment without any allowance for the value of the shares at the time of forfeiture or surrender.

33.	Company to have lien on shares

	The Company shall have a first and paramount lien on every share (not being a fully paid share) for all moneys (whether presently payable or not) called or payable at a fixed time in respect of such share and the Company shall also, insofar as is permitted by the Statutes, have a first and paramount lien on all shares (other than fully paid shares) standing registered in the name of a single member for all the debts and liabilities of such member or his estate to the Company and that whether the same shall have been incurred before or after notice to the Company of any equitable or other interest of any person other than such member and whether the period for the payment or discharge of the same shall have actually arrived or not and

	notwithstanding that the same are joint debts or liabilities of such member or his estate and any other person, whether a member of the Company or not. The Company's lien (if any) on a share shall extend to all dividends or other moneys payable thereon or in respect thereof. The Directors may waive any lien which has arisen and may declare any share to be exempt wholly or partially from the provisions of this Article.

34.	Enforcement of lien by sale

	The Company may sell in such manner as the Directors think fit any share on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable nor until the expiration of fourteen days after a notice in writing stating and demanding payment of the sum presently payable and giving notice of the intention to sell in default shall have been given to the registered holder for the time being of the share or the person entitled thereto by reason of death or bankruptcy.

35.	Application of proceeds

	The net proceeds of such sale after payment of the costs of such sale shall be applied in or towards payment or satisfaction of the debts or liabilities in respect whereof the lien exists so far as the same are presently payable and any residue shall (upon surrender to the Company for cancellation of the certificate (if any) for the shares sold and subject to a like lien for debts or liabilities not presently payable as existed upon the shares prior to the sale) be paid to the person entitled to the shares at the time of the sale. For giving effect to any such sale the Directors may authorise some person to transfer the shares sold to, or in accordance with the directions of, the purchaser.

36.	Giving effect to the sale

	A statutory declaration in writing that the declarant is a Director or the Secretary of the Company and that a share has been duly forfeited or surrendered or sold to satisfy a lien of the Company on a date stated in the declaration shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share. Such declaration and the receipt of the Company for the consideration (if any) given for the share on the sale, re-allotment or disposal thereof together with the share certificate (if any) delivered to a purchaser or allottee thereof shall (subject to the execution of a transfer if the same be required) constitute a good title to the share and the person to whom the share is sold, re-allotted or disposed of shall be registered as the holder of the share and shall not be bound to see to the application of the purchase money (if any) nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, surrender, sale, re-allotment or disposal of the share.

TRANSFER OF SHARES

37.	Transfers

	Subject to such of the restrictions of these presents as may be applicable:-

	(i)	any member may transfer all or any of his uncertificated shares by means of a relevant system in such manner provided for, and subject as provided in the Uncertificated Securities Regulations and the rules of any relevant system, and accordingly no provision of these present shall apply in respect of an uncertificated share to the extent that it requires or contemplates the effecting of a transfer by an instrument in writing or the production of a certificate for the share to be transferred; and

	(ii)	any member may transfer all or any of his certificated shares by an instrument of transfer in any usual form or in any other form which the Directors may approve.

38.	Execution of transfers

	The instrument of transfer of a certificated share shall be executed by or on behalf of the transferor and (except in the case of fully paid shares) by or on behalf of the transferee. The transferor shall be deemed to remain the holder of the shares concerned until the name of the transferee is entered in the Register of Members in respect thereof. All instruments of transfer which are registered may be retained by the Company.

39.	Suspension of registration

	Subject to the Statutes and the requirements of the London Stock Exchange, the registration of transfers may be suspended and the Register of Members closed at such times and for such period as the Directors may from time to time determine and either generally or in respect of any class of shares: Provided that such registration shall not be suspended and the Register of Members shall not be closed for more than thirty days in any year.

40.	Right to decline to register transfer of partly paid shares

	The Directors may in their absolute discretion and without assigning any reason therefor decline to register any transfer of shares (not being fully paid shares) provided that where any such share is listed on the London Stock Exchange, such discretion may not be exercised in such a way as to prevent dealings in the shares of that class from taking place on an open and proper basis. If the Directors refuse to register a transfer they shall within two months after the date on which the transfer was lodged with the Company or, in the case of uncertificated shares, within two months after the date on which the relevant Operator-instruction is received, send to the transferee notice of the refusal.

41.	Further rights to decline to register transfer

	(A)	The Directors may only decline to register a transfer of an uncertificated share in the circumstances set out in the Uncertificated Securities Regulations, and where, in the case of a transfer to joint holders, the number of joint holders to whom the uncertificated share is to be transferred exceeds four.

	(B)	The Directors may decline to register any transfer of a certificated share unless:-

	(i)	the instrument of transfer is lodged at the Transfer Office or at such other place as the Directors may from time to time determine accompanied by the certificate for the shares to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer;

	(ii)	the instrument of transfer is in respect of only one class of share; and

	(iii)	in the case of a transfer to joint holders, the number of joint holders to whom the share is to be transferred does not exceed four.

42.	No fee payable for registration of transfers

	No fee will be charged by the Company in respect of the registration of any instrument of transfer or confirmation or probate or letter of administration or certificate of marriage or death or power of attorney or other document relating to or affecting the title to any shares or otherwise for making any entry in the Register of Members affecting the title to any shares.

43.	Renunciations recognised

	Nothing in these presents shall preclude the Directors from recognising a renunciation of the allotment of any share by the allottee in favour of some other person. In this Article "allottee" includes provisional allottee and any person in whose favour an allotment has been previously renounced.

DESTRUCTION OF DOCUMENTS

44.	Destruction of documents

	The Company shall be entitled to destroy (a) all share certificates which have been cancelled at any time after the expiration of one year from the date of such cancellation, and (b) all notifications of change of name and address and all dividend mandates which have been cancelled or have ceased to have effect at any time after the expiration of two years from the date of the recording of such notification or, as the case may be, the date of such cancellation or cessation, and (c) all instruments of transfer of shares which have been registered at any time after the expiration of six years from the date of registration thereof, and (d) any other documents on the basis of which any entry in the Register of Members has been made at any time after the

	expiration of six years from the date of the first entry in the Register of Members in respect thereof, and it shall conclusively be presumed in favour of the Company that every entry in the Register of Members purporting to have been made on the basis of an instrument of transfer or other document so destroyed was duly and properly made and that every instrument of transfer so destroyed was a valid and effective instrument duly and properly registered and every share certificate so destroyed was a valid and effective document duly and properly cancelled and every other document hereinbefore mentioned so destroyed was a valid and effective document in accordance with the recorded particulars thereof in the books or records of the Company.

	Provided always that:-

	(i)	The provisions aforesaid shall apply only to the destruction of a document in good faith and without express notice of any claim (regardless of the parties thereto) to which the document might be relevant;

	(ii)	Nothing herein contained shall be construed as imposing upon the Company any liability in respect of the destruction of any such document earlier than as aforesaid or in any other circumstances which would not attach to the Company in the absence of this Article;

	(iii)	References herein to the destruction of any document include references to the disposal thereof in any manner.

TRANSMISSION OF SHARES

45.	Transmission

	In case of the death of a registered shareholder, the survivors or survivor where the deceased was a joint holder, and the executors or administrators of the deceased where he was a sole or only surviving holder, shall be the only persons recognised by the Company as having any title to his interest in the shares, but nothing in this Article shall release the estate of a deceased holder (whether sole or joint) from any liability in respect of any share solely or jointly held by him.

46(A).	Registration on death, bankruptcy, etc

	Subject to the provisions of the preceding Article any person becoming entitled to a share in consequence of the death or bankruptcy of a member or otherwise by operation of law may (subject as provided elsewhere in these presents) upon such evidence being produced as may from time to time properly be required by the Directors (and in the case of shares in uncertificated form, subject to the facilities and requirements of the relevant system) either (a) be registered as holder of the share in a representative capacity or (b) be registered himself as holder of the share or (c) transfer such share to some other person. The Directors shall, in any case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the share by that member before his death, bankruptcy or other

	event giving rise to the transmission of his entitlement by operation of law, as the case may be.

(B).	Election for registration

	The intimation to the Company, by or on behalf of any person becoming entitled to a share in accordance with paragraph (A) of this Article, of the evidence therein required shall be deemed to be a request by such person to be registered as holder of the share in a representative capacity unless such person shall otherwise elect as aftermentioned, provided always that such registration shall not impose any personal liability upon such person in respect of the share. If the person so becoming entitled shall elect to be registered himself, he shall deliver or send to the Company a notice in writing in a form acceptable to the Directors signed by him stating that he so elects and if he shall elect to have another person registered he shall testify his election by, in respect of shares in certificated form, executing to that person a transfer of the share or, in respect of shares in uncertificated form, making such other arrangements as are consistent with the Uncertificated Securities Regulations and the facilities and requirements of the relevant system for their transfer to such person. All the limitations, restrictions and provisions of these presents relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death or bankruptcy of the member, or other event giving rise to the transmission of his entitlement by operation of law, had not occurred and the notice or transfer were a transfer signed by that member.

47.	Rights of persons entitled by transmission

	Save as otherwise provided by or in accordance with these presents, a person becoming entitled to a registered share in consequence of the death or bankruptcy of a member or otherwise by operation of law (upon supplying to the Company such evidence as the Directors may reasonably require to show his title to the share) shall be entitled to the same dividends and other advantages as those to which he would be entitled if he were the registered holder of the share except that he shall not be entitled in respect thereof (except with the authority of the Directors) to exercise any right conferred by membership in relation to meetings of the Company until he shall have been registered as a member in respect of the share; Provided that the Directors may at any time give notice requiring such person to elect either to be registered or to transfer the share and, if the notice is not complied with within such period (being not less than 42 days) as the Directors may fix, the Company may thereafter:

	(a)	withhold payment of all dividends and other monies payable in respect of the share (but any such action shall not constitute the Company a trustee in respect of any such dividends or other monies) and suspend any other advantages to which such person would otherwise be entitled in respect of the share until the requirements of the notice have been complied with; and/or

	(b)	sell the share at the best price reasonably obtainable in such manner as the Directors think fit and, subject to the provisions of these presents generally, the provisions of Article 48(B) shall apply to such sale.

UNTRACED SHAREHOLDERS

48(A).	Power to dispose of shares of untraced shareholders

	The Company shall be entitled to sell at the best price then reasonably obtainable the shares of a member or the shares to which a person is entitled by virtue of transmission on death or bankruptcy if and provided that:-

	(i)	during the period of twelve years ending on the date of the publication of the advertisement referred to in sub-paragraph (ii) below (or, if published on different dates, the later or latest thereof) at least three cash dividends (whether interim or final) have become payable on or in respect of the shares in question but all dividends or other moneys payable on or in respect of such shares during such period remain unclaimed; and

	(ii)	the Company shall have inserted an advertisement in one daily newspaper with a national circulation in the United Kingdom, one Scottish daily newspaper and one newspaper circulating in the area in which the last known address of the member or the address at which service of notices upon such member or other person may be effected in accordance with these presents is located, giving notice of its intention to sell the said shares; and

	(iii)	during the said period of twelve years and the period of three months following the date of the publication of the said advertisement (or, if published on different dates, the later or latest thereof) the Company shall have received indication neither of the whereabouts nor of the existence of such member or person; and

	(iv)	if the shares in question are listed on the London Stock Exchange, notice shall have been given to the London Stock Exchange of the Company's intention to make such sale.

(B).	Sale procedure and application of proceeds

	To give effect to any such sale the Company may appoint some person to execute as transferor an instrument of transfer of the said shares and such instrument of transfer shall be as effective as if it had been executed by the registered holder of, or person entitled by transmission to, such shares and the title of the transferee shall not be affected by any irregularity or invalidity in the proceedings relating thereto. The Directors may authorise the conversion of shares to be sold which are certificated shares into uncertificated shares, and vice versa (so far as is consistent with the Uncertificated Securities Regulations and the facilities and requirements of the relevant system) for their transfer to, or in accordance with the directions of, the transferee. The net proceeds of sale shall belong to the Company which shall be obliged to account to the former member or other person previously entitled as aforesaid for an amount equal to such proceeds and shall enter the name of such former member or other person in the books of the Company as a creditor for such amount. No trust shall be created in respect of the debt, no interest shall be payable in respect of the same and the Company shall not be required to account for any money

earned on the net proceeds, which may be employed in the business of the Company or invested in such investments (other than shares of the Company or its holding company if any) as the Directors may from time to time think fit.

STOCK

49.	Conversion into stock

	The Company may from time to time by Ordinary Resolution convert any fully paid shares into stock or reconvert any stock into fully paid shares of any denomination. If and whenever any shares of any class in the capital of the Company for the time being shall have been issued and be fully paid and at that time the shares of that class previously issued shall stand converted into stock such further shares upon being fully paid shall ipso facto be converted into stock transferable in the same units as the existing stock of that class.

50.	Transfer of stock

	The holders of stock may transfer the same or any part thereof in the same manner and subject to the same regulations as and subject to which the shares from which the stock arose might previously to conversion have been transferred (or as near thereto as circumstances admit) but no stock shall be transferable except in such units (not being greater than the nominal amount of the shares from which the stock arose) as the Directors may from time to time determine.

51.	Rights of stockholders

	The holders of stock shall according to the amount of the stock held by them have the same rights, privileges and advantages as regards dividend, return of capital, voting and other matters as if they held the shares from which the stock arose; but no such right, privilege or advantage (except as regards participation in the profits or assets of the Company) shall be conferred by an amount of stock which would not, if existing in shares, have conferred such right, privilege or advantage.

SHARE WARRANTS TO BEARER


52(A).	Power to issue share warrants to bearer

	Subject to the provisions of the 2006 Act, the Company may issue share warrants to bearer (each a "Warrant") and the Directors may accordingly, with respect to any share which is fully paid up and with respect to any one or more such shares as may be specified from time to time in a Warrant (in any case in which they shall in their discretion think fit so to do) issue a Warrant stating that the bearer of the Warrant is entitled to the shares therein specified, and may in any case in which a Warrant is so issued provide by coupons or otherwise for payment of the future dividends or other moneys in respect of the shares included in such Warrant.


(B).	Bearer deemed to be a member

	Subject to the provisions of these presents and of the 2006 Act the bearer of a Warrant shall be deemed to be a member of the Company, and shall be entitled to the same privileges and advantages as if his name had been included in the Register of Members as the holder of the shares specified in such Warrant.

(C).	Meetings

	No person shall, as the bearer of a Warrant, be entitled (a) to sign a requisition for calling a meeting, or to give notice of intention to submit a resolution to a meeting, or (b) to attend or vote by himself or by his proxy or exercise any privilege as a member at a meeting, unless he shall, in case (a) before or at the time of lodging such requisition, or giving such notice of intention as aforesaid, or in case (b) four days at least before the day fixed for the meeting, have deposited at the Office or a bank to be named or approved by the Company for that purpose the Warrant in respect of which he claims to act, attend or vote as aforesaid (the place at which the Warrant is so deposited being in this Article called "the depository"), and unless the Warrant shall remain so deposited until after the meeting and any adjournment thereof shall have been held. The names of more than one person as joint holders of a Warrant shall not be received.

(D).	Certificate to attend meetings

	To any person so depositing a Warrant there shall be delivered a certificate stating his name and address, and describing the shares included in the Warrant so deposited, and bearing the date of issue of the certificate, and such certificate shall entitle him or his proxy, duly appointed as hereinafter provided, to attend and vote at any General Meeting held within three months from the date of the certificate and prior to delivery up thereof pursuant to paragraph (E) of this Article in the same way as if he were the registered holder of the shares specified in the certificate.

(E).	Return of warrant after meeting

	Upon delivery up of the certificate at the depository, the bearer of the certificate shall be entitled to receive the Warrant in respect of which the certificate was given.

(F).	Exercise of other rights

	The holder of a Warrant shall not, save as aforesaid, be entitled to exercise any right as a member unless (if called upon by any Director or the Secretary so to do) he produce his Warrant or the certificate of its deposit, and state his name and address.

(G).	Issue of new warrants

	The Directors may issue new Warrants or coupons in such manner, subject to such conditions and in respect of such number of shares as they think fit from time to time and the Directors shall be empowered at any time and from time to time to amend any Warrant then in issue so that by virtue of such amendments the number of shares

	which such Warrant from time to time represents is accurately shown therein provided that no new Warrant or coupon shall be issued in place of one lost unless the Directors are satisfied beyond reasonable doubt that the original has been destroyed.

(H).	Transfer of shares included in warrant

	The shares included in any Warrant shall be transferred by the delivery of the Warrant without any written transfer and without registration, and to shares so included the provisions hereinbefore contained with reference to the transfer of shares shall not apply.

(I).	Coupon for dividend

	The delivery to the Company or to a duly authorised agent of the Company of a coupon shall be a good discharge to the Company for the dividend represented thereby.

(J).	Surrender of warrant and registration of holder

	Upon surrender of his Warrant to the Company for cancellation, together with all coupons for the future dividends on the shares comprised in the Warrant and an application in writing signed by him in such form and authenticated in such manner as the Directors shall require requesting to be registered as a member in respect of the shares included in the Warrant and stating in such application his name, address and occupation, the bearer of a Warrant shall be entitled to have his name entered as a member in respect of the shares included in the Warrant, but the Company shall in no case be responsible for any loss or damage incurred by any person by reason of the Company entering in its Register of Members, upon surrender of a Warrant, the name of any person not the true and lawful owner of the Warrant surrendered.

(K).	Variation of terms

	The Directors may from time to time as they think fit make and vary the terms and conditions upon which Warrants may be issued and any matters incidental thereto. Subject to these presents the bearer of a Warrant shall be subject to the conditions for the time being in force relating to Warrants whether made before or after the issue of such Warrant.

GENERAL MEETINGS

53.	Types of general meetings

	An Annual General Meeting shall be held once in every year, at such time (subject to the Statutes) and place as may be determined by the Directors.

54.	Directors' power to call general meetings

	The Directors may whenever they think fit, and shall on requisition in accordance with the Statutes, proceed to convene a General Meeting.

55.	Application to class meeting where no variation of rights involved

	The provisions of these presents relating to General Meetings shall apply, with necessary modifications, to any separate meeting of the holders of any class of shares of the Company held otherwise than in connection with the variation or abrogation of the rights attached to shares of the class. All matters to be resolved at any such separate meeting shall, unless otherwise required by these presents or by statute, be resolved by Special Resolution, meaning for the purposes of this Article a resolution duly passed by a majority consisting of not less than three-quarters of the votes given upon the resolution at such meeting of which notice specifying the intention to propose the resolution as a Special Resolution shall have been duly given.

NOTICE OF GENERAL MEETINGS

56.	Period of notice

	An Annual General Meeting shall be called by twenty one days' notice in writing at the least, and any other General Meeting by fourteen days' notice in writing at the least (exclusive in either case of the day on which it is served or deemed to be served and of the day for which it is given) given in manner hereinafter mentioned to the Auditors and to all members other than such as are not under the provisions of these presents entitled to receive such notices from the Company: Provided that a General Meeting notwithstanding that it has been called by a shorter notice than that specified above shall be deemed to have been duly called if it is so agreed:-

	(A)	in the case of an Annual General Meeting, by all the members entitled to attend and vote thereat; and

	(B)	in the case of any other General Meeting by a majority in number of the members having a right to attend and vote thereat being a majority together holding not less than 95 per cent in nominal value of the shares giving that right.

	Provided also that the accidental omission to give any notice of a meeting, or the accidental omission to send any document relating to any meeting, or the non-receipt of any such notice or document by any person entitled thereto shall not invalidate the proceedings at any General Meeting.

	A notice of General Meeting may specify a time, being not more than 48 hours before the time fixed for the meeting, by which a person must be entered on the Register of Members in order to have the right to attend or vote at the meeting. Changes made to the entries on the Register of Members after the time so specified shall be disregarded in determining the rights of any person to attend or vote at the meeting.

	For the purposes of this Article (and without prejudice to the other provisions of these presents), the cases in which notice in writing is to be taken as given to a member include any case in which the notice of meeting is sent, or treated as given, in electronic form or by means of a website in accordance with the company

communication provisions, and the provisions of section 309 of the 2006 Act shall apply in respect of the giving of notice by means of a website.

57.	Contents of notice

	(A)	Every notice calling a General Meeting shall specify the place and the day and hour of the meeting, and there shall appear with reasonable prominence in every such notice a statement that a member entitled to attend and vote is entitled to appoint a proxy to exercise all or any of his rights to attend and to speak and vote at the meeting and that a proxy need not be a member of the Company.

	(B)	In the case of an Annual General Meeting, the notice shall also specify the meeting as such.

	(C)	In cases where forms of appointment of proxy are sent out with notices, the accidental omission to send such forms of appointment of proxy to, or the non-receipt of such forms of appointment of proxy by, any person entitled to receive notice shall not invalidate the proceedings at any General Meeting.

	(D)	In the case of any General Meeting at which business other than routine business is to be transacted, the notice shall specify the general nature of such business; and if any resolution is to be proposed as a Special Resolution, the notice shall contain a statement to that effect.

58.	Routine business

	Routine business shall mean and include only business transacted at an Annual General Meeting of the following classes, that is to say:-

	(A)	sanctioning or declaring dividends;

	(B)	considering and adopting the accounts, the reports of the Directors and Auditors and other documents required to be annexed to the accounts;

	(C)	re-appointing the retiring Auditors (unless they were last appointed otherwise than by the Company in General Meeting);

	(D)	fixing the remuneration of the Auditors or determining the manner in which such remuneration is to be fixed;

	(E)	appointing or re-appointing Directors to fill vacancies arising at the meeting on retirement by rotation or otherwise.

59.	Notice of resolutions

	The Directors shall on the requisition of members in accordance with the provisions of the Statutes, but subject as therein provided:-

	(A)	Give to the members entitled to receive notice of the next Annual General Meeting, notice of any resolution which may properly be moved and is intended to be moved at that meeting;

	(B)	Circulate to the members entitled to have notice of any General Meeting, any statement of not more than one thousand words with respect to the matter referred to in any proposed resolution or the business to be dealt with at that meeting.

60.	Postponement of general meetings

	If the Directors, in their absolute discretion, consider that it is impractical or unreasonable for any reason to hold a General Meeting on the date or at the time or place specified in the notice calling the General Meeting, they may postpone the General Meeting to another date, time and place. When a meeting is so postponed, notice of the date, time and place of the postponed meeting shall be placed in at least one leading Scottish and one leading London daily newspaper. Notice of the business to be transacted at such postponed meeting shall not be required.

PROCEEDINGS AT GENERAL MEETINGS

61.	Overflow arrangements for general meetings

	(A)	The Directors may, notwithstanding that the notice of any General Meeting may specify the place of the meeting (the "principal place"), at which the chairman of the meeting shall preside, make arrangements for simultaneous attendance and participation at other places by members and proxies entitled to attend the General Meeting but unable to attend and participate at the principal place.

	(B)	Such arrangements for simultaneous attendance at the meeting may include arrangements regarding the level of attendance at the other places provided that they shall operate so that any members and proxies excluded from attendance at the principal place are able to attend at one or more of the other places. For the purposes of all other provisions of these presents any such meeting shall be treated as being held and taking place at the principal place.

	(C)	The Directors may, for the purpose of facilitating the organisation and administration of any General Meeting to which such arrangements apply, from time to time make arrangements, whether involving the issue of tickets (on a basis intended to afford all members and proxies entitled to attend the meeting an equal opportunity of being admitted to the principal place) or the imposition of some random means of selection or otherwise as they shall in their absolute discretion consider to be appropriate, and may from time to time

vary any such arrangements or make new arrangements in their place and the entitlement of any member or proxy to attend a General Meeting at the principal place shall be subject to the arrangements as may be for the time being in force whether stated in the notice of meeting to apply to that meeting or notified to the members concerned subsequent to the provision of the notice of the meeting.

62.	Quorum

	No business other than the appointment of a chairman of the meeting shall be transacted at any General Meeting unless a quorum is present at the time when the meeting proceeds to business. Five members present in person and entitled to vote at such meeting shall be a quorum for all purposes.

63.	If quorum not present

	If within fifteen minutes from the time appointed for a General Meeting (or such longer time not exceeding one hour as the chairman of the meeting may determine to wait) a quorum is not present, the meeting, if convened on the requisition of members, shall be dissolved. In any other case it shall stand adjourned to such other day and at such other time and place as may have been specified for the purpose in the notice convening the meeting or (if not so specified) as the chairman of the meeting may determine; in the latter case, not less than seven days' notice of the adjourned meeting shall be given in like manner as in the case of the original meeting. If at such adjourned meeting a quorum is not present within fifteen minutes from the time appointed for holding the meeting, the members present in person or by proxy and entitled to vote at such meeting shall be a quorum.

64.	Security arrangements

	The Directors may direct that persons wishing to attend any General Meeting should submit to such searches or other security arrangements or restrictions as the Directors shall consider appropriate in the circumstances and shall be entitled in their absolute discretion to, or to authorise one or more persons who shall include a Director or the Secretary or the chairman of the meeting to, refuse entry to, or to eject from, such General Meeting any person who fails to submit to such searches or to otherwise comply with such security arrangements or restrictions.

65.	Chairman

	The Chairman of the Directors, failing whom one of any Deputy Chairmen failing whom one of any Vice-Chairmen (to be chosen, if more than one are present and in default of agreement amongst themselves, by lot) shall preside as chairman at a General Meeting. If there be no such Chairman or Deputy Chairman or Vice-Chairman, or if at any meeting none of them be present within fifteen minutes after the time appointed for holding the meeting and willing to act, the Directors present shall choose one of their number (or, if no Director be present or if all the Directors present decline to take the chair, the members present and entitled to vote at such meeting shall choose one of their number) to be chairman of the meeting. The

	chairman of the meeting who presides pursuant to this Article may, at any time during a General Meeting of the Company, nominate any Director of the Company to be the chairman of the meeting for the remainder of or for any part of the meeting.

66.	Orderly Conduct

	The chairman shall take such action as he thinks fit to promote the orderly conduct of the business of the meeting as laid down in the notice of the meeting and the chairman's decision, taken in good faith, on matters of procedure or arising incidentally from the business of the meeting shall be final as shall be his determination as to whether any matter is of such a nature.

67.	Entitlement to attend and speak

	Each Director shall be entitled to attend and speak at any General Meeting of the Company and at any separate General Meeting of the holders of any class of shares in the Company. The chairman may invite any person to attend and speak at any General Meeting of the company whom the chairman considers to be equipped by knowledge or experience of the Company's business to assist in the deliberations of the meeting.

68.	Adjournments

	The chairman of the meeting may with the consent of any General Meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time (or sine die) and from place to place. In addition, the chairman of the meeting may at any time without the consent of the meeting adjourn the meeting (whether or not it has commenced or a quorum is present) to another time and/or place where it appears to him that (a) the members wishing to attend cannot be conveniently accommodated in the place appointed for the meeting, (b) the conduct of persons present prevents or is likely to prevent the orderly continuation of business or (c) adjournment is otherwise necessary so that the business of the meeting may be properly conducted. Nothing in this Article shall limit any other power vested in the chairman to adjourn the meeting. No business shall be transacted at any adjourned meeting except business which might lawfully have been transacted at the meeting from which the adjournment took place.

	The chairman may adjourn the meeting notwithstanding that by reason of such adjournment some members may be unable to be present at the adjourned meeting. Any such member may nevertheless (without prejudice to the other provisions of these presents) execute a form of proxy for the adjourned meeting which, if delivered by him to the chairman or the Secretary of the Company, shall be valid even though it is given at less notice than would otherwise be required by these presents.

69.	Time and place of adjourned meetings

	When a meeting is adjourned sine die, the time and place for the adjourned meeting shall be fixed by the Directors. When a meeting is adjourned for thirty days or more or sine die not less than seven days' notice of the adjourned meeting shall be given in like manner as in the case of an original meeting. Save as aforesaid and save as

	expressly provided in Article 63, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

70.	Amendments to resolutions

	If an amendment shall be proposed to any resolution under consideration but shall in good faith be ruled out of order by the chairman of the meeting the proceedings on the substantive resolution shall not be invalidated by any error in such ruling. In the case of a resolution duly proposed as a Special Resolution no amendment thereto (other than a mere clerical amendment to correct a patent error) may in any event be considered or voted upon. In the case of a resolution duly proposed as an Ordinary Resolution no amendment thereto (other than an amendment to correct a patent error) may be considered or voted upon unless either at least forty-eight hours prior to the time appointed for holding the meeting or adjourned meeting at which such Ordinary Resolution is to be proposed notice in writing of the terms of the amendment and intention to move the same has been lodged at the Office or the chairman decides in his absolute discretion that it may be considered or voted upon.

71.	Method of voting

	At any General Meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll as hereinafter mentioned) demanded by either:-

	(A)	the chairman of the meeting; or

	(B)	not less than three members present in person or by proxy and entitled to vote: or

	(C)	the depository for the time being under any deposit agreement between the Company and such depository providing for the deposit of any New Preference Shares, provided such depository is present in person and entitled to vote; or

	(D)	a member or members present in person or by proxy and representing not less than one tenth of the total voting rights of all the members having the right to vote at the meeting; or

	(E)	a member or members present in person or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one tenth of the total sum paid up on all the shares conferring that right.

72.	Declaration of result and conduct of poll

	A demand for a poll may be withdrawn only with the approval of the chairman and if it is so withdrawn:-

	(a)	before the result of a show of hands is declared, the meeting shall continue as if the demand had not been made; or

	(b)	after the result of a show of hands is declared, the demand shall not be taken to have invalidated the result,

	but if a demand is withdrawn, the chairman of the meeting or other member or members so entitled may himself or themselves demand a poll. Unless a poll be duly demanded (and the demand be not withdrawn), a declaration by the chairman of the meeting that a resolution has been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the minute book, shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded for or against such resolution. If a poll is duly demanded (and the demand be not withdrawn), it shall be taken in such manner (including the use of ballot or voting papers or tickets) as the chairman of the meeting may direct, and the result of a poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The chairman of the meeting may (and if so directed by the meeting shall) appoint scrutineers and may adjourn the meeting to some place and time fixed by him for the purpose of declaring the result of the poll.

73.	Chairman's casting vote

	In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded shall be entitled to a casting vote in addition to the votes to which he may be entitled as a member or as a representative or proxy of a member.

74.	When poll to be taken

	A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken either immediately or at such subsequent time (being not more than thirty days after the date of the meeting at which the poll was demanded) and place as the chairman may direct. No notice need be given of a poll not taken immediately.

75.	Continuance of meeting

	The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll has been demanded.

VOTES OF MEMBERS

76.	Right to vote

	Subject to any special rights or restrictions as to voting attached by or in accordance with these presents to any class of shares and to the provisions of these presents, on a show of hands every member who is present in person, and every proxy present who has been duly appointed by a member entitled to vote on the resolution, shall have one vote and on a poll every member who is present in person or by proxy shall have one vote for each 25p in nominal amount of the shares held by him.

77.	Votes of joint holders

	In the case of joint holders of a share the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names stand in the Register of Members in respect of the joint holding.

78.	Member under incapacity

	A member who is a patient for any purpose of any statute relating to mental health or in respect of whom an order has been made by any court having jurisdiction for the protection or management of the affairs of persons incapable of managing their own affairs, may vote, whether on a show of hands or on a poll, by his committee, receiver, curator bonis or other person in the nature of a committee, receiver or curator bonis appointed by such court, and any such committee, receiver, curator bonis or other person may vote by proxy, provided that such evidence as the Directors may require of the authority of the person claiming to vote shall have been deposited at the Transfer Office, or at such other place (if any) as is specified for the delivery of instruments of proxy in accordance with these presents, not later than the latest time for delivery or receipt of appointments of proxy under Article84.

79.	Calls in arrears

	No member shall, unless the Directors otherwise determine, be entitled in respect of shares held by him to vote at a General Meeting either personally or by proxy or to exercise any other right conferred by membership in relation to meetings of the Company if any call or other sum presently payable by him to the Company in respect of shares in the Company remains unpaid.

80.	Objection to voting

	If (i) any objection shall be raised to the qualification of any person to vote or to the admissibility of any vote or (ii) any votes have been counted which ought not to have been counted or which might have been rejected or (iii) any votes are not counted which ought to have been counted, the objection or error shall not vitiate the decision of the meeting or adjourned meeting on any resolution unless the same is raised or pointed out at the meeting or, as the case may be, the adjourned meeting at which the vote objected to is given or tendered or at which the error occurs. Any objection or

	error raised or pointed out in due time shall be referred to the chairman of the meeting and shall only vitiate the decision of the meeting on any resolution if the chairman decides that the same may have affected the decision of the meeting. The decision of the chairman on such matters shall be final and conclusive.

81.	Votes on a poll

	On a poll votes may be given either personally or by proxy and a person entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way.

82.	Proxy need not be a member

	A proxy need not be a member of the Company.

83.	Form and execution of proxies

	An appointment of a proxy shall be in any usual or common form or in any other form which the Directors may prescribe or accept and, in the case of an instrument in writing:-

	(a)	in the case of an individual shall be signed by the appointor or by his attorney; and

	(b)	in the case of a corporation shall be either given under its common seal or executed in any manner prescribed by the Statutes to have the same effect as if given under the common seal of the corporation or signed on its behalf by an attorney or duly authorised officer of the corporation.

	The Directors may, but shall not be bound to, require evidence of the authority of any such attorney or officer. The signature on such instrument need not be witnessed.

	An appointment of a proxy may be contained in a document sent in electronic form in accordance with these presents, authenticated or executed in such a manner as is specified by the Directors.

	A member may appoint more than one proxy in relation to a General Meeting, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that member.

84.	Delivery of forms of proxy

	(A)	An appointment of a proxy (together with any evidence of authority required by the directors pursuant to the immediately preceding Article) must:-

		(a) in the case of an instrument in writing, be delivered to such place or one of such places (if any) as may be specified for that purpose in, or by way of note to, or in any documents accompanying, the notice convening the

meeting or any notice of any adjournment (or, if no place is so specified, to the Transfer Office); and

(b) in the case of an appointment contained in a document sent in electronic form, be received at such address as may have been specified for that purpose in (i) the notice convening the meeting or notice of any adjournment, (ii) any instrument of proxy sent out by the Company in relation to the meeting or adjourned meeting, or (iii) any invitation to appoint a proxy issued by the Company in relation to the meeting or adjourned meeting,

in each case not later than forty-eight hours before the time appointed for the holding of the meeting or adjourned meeting or, in the case of a poll taken more than forty-eight hours after it is demanded, not later than twenty-four hours before the time appointed for the taking of the poll, and, subject to paragraph (B) of this Article, in default shall not be treated as valid; provided that an appointment of a proxy relating to more than one meeting (including any adjournment thereof) having once been so delivered or received for the purposes of any meeting shall not require again to be delivered or received in relation to any subsequent meetings to which it relates. No appointment of a proxy shall be valid after the expiration of twelve months from the date stated in it as the date of its execution or, in the case of an appointment contained in a document sent in electronic form, the date it was sent.

(B)

A Director, the Secretary or some person authorised for the purpose by the Secretary may, in the case of an instrument appointing a proxy in writing:

(a)

accept a photocopy, or a copy delivered by facsimile transmission, of the instrument appointing the proxy (and of the power of attorney (if any) under which it is signed, or a copy of such authority certified notarially or in some other way approved by the Directors); and/or

(b)

accept an instrument appointing a proxy which has not been properly executed or is not supported by the relevant documents as required by paragraph (A) of this Article

as a valid instrument of proxy where such person determines, in good faith, that the documents deposited indicate in sufficient detail the member's intention to appoint a proxy.

(C)

In calculating the latest time for delivery or receipt of an appointment of a proxy under paragraph (A) above, no account shall be taken of any part of a day that is not a working day (as defined in the 2006 Act), provided that this paragraph (C) shall only apply to appointments of proxies in relation to a meeting (or any adjournment thereof) if the Directors so resolve prior to the giving of notice calling the meeting and the latest time for delivery or receipt of appointments is specified in, or by way of note to, the notice convening the meeting or notice of any adjournment.

85.	Differing proxies

	When two or more valid but differing appointments of proxy are delivered in respect of the same share for use at the same meeting, the one which is last delivered or received (regardless of its date or of the date of its execution) shall be treated as replacing and revoking the others as regards that share and if the Company is unable to determine which was last delivered or received none of them shall be treated as valid in respect of that share.

86.	Issue of forms of proxy

	Subject to the provisions of the Statutes, the Directors may, if they think fit, at the expense of the Company, issue forms of proxy for use by the members with or without prepaid postage and with or without inserting therein the names of any of the Directors or any other person as proxies.

87.	Rights conferred by form of proxy

	An appointment of a proxy shall be deemed to include the right to demand or join in demanding a poll, and shall be deemed to confer authority to vote on any resolution or amendment of a resolution put to the meeting for which it is given (including, for the avoidance of doubt, any resolution which properly comes before the meeting where notice of the same was not included in the notice of the meeting nor specific reference thereto made in the appointment of a proxy) as the proxy thinks fit. An appointment of a proxy shall, unless the contrary is stated thereon, be valid as well for any adjournment of the meeting as for the meeting to which it relates.

88.	Intervening events

	A vote cast by proxy shall not be invalidated by the previous death or insanity of the principal or by the revocation of the appointment of proxy or of the authority under which the appointment was executed provided that no intimation of such death, insanity or revocation shall have been received by the Company at the Transfer Office or such other place (if any) as is specified for the delivery of instruments of proxy or, in the case of an appointment of proxy contained in a document sent in electronic form, at the address at which such appointment was duly received, in each case in accordance with these presents prior to one hour before the commencement of the meeting or adjourned meeting or (in the case of a poll taken otherwise than at, or on the same day as, the meeting or adjourned meeting) the time appointed for the taking of the poll at which the vote is cast.

RESTRICTIONS ON VOTING AND OTHER SHARE RIGHTS

89(A).	Disenfranchisement

	Without prejudice to any other rights or remedies of the Company where, in respect of any shares in the Company ("the default shares", which expression shall include any further shares which are allotted or issued in respect of such shares), any holder of such shares or other person appearing to be interested in such shares fails to comply

	with any notice (in this Article called a "statutory notice") given to that holder or other person by the Company pursuant to Part 22 of the 2006 Act or, in purported compliance with such a statutory notice, makes a statement which is false in a material particular, then not earlier than fourteen days after the service of such statutory notice, the Directors may serve upon such holder a notice (in this Article called a "disenfranchisement notice") stating or to the effect that the default shares and, if the Directors so determine, any other shares held by the holder shall from the service of the disenfranchisement notice confer on him, and on any transferee to which any of such shares are transferred other than pursuant to an approved transfer (as defined in paragraph (D) of this Article) or pursuant to paragraph (B)(i) of this Article, no right to attend or vote, in person or by proxy, either at any General Meeting of the Company or at any separate General Meeting of the holders of the shares of the relevant class or to exercise any other right conferred by membership in relation to any such meeting.

(B).	Other restrictions

	Where the default shares are Ordinary Shares representing at least 0.25 per cent in nominal value of the issued ordinary share capital as at the date of service of the disenfranchisement notice, the disenfranchisement notice may also at the discretion of the Directors (subject in the case of (i) below, to the requirements of the Uncertificated Securities Regulations) direct that:-

	(i)	no transfer of any of the shares held by such holder shall be registered unless (a) such holder is not himself in default as regards supplying the information requested and the transfer is part only of such holder's holding and, when presented for registration, is accompanied by a certificate by such holder in a form satisfactory to the Directors to the effect that, after due and careful enquiry, such holder is satisfied that no person in default as regards supplying such information is interested in any of the shares the subject of the transfer or (b) such transfer is an approved transfer; and/or

	(ii)	any dividend or other moneys which would otherwise be payable on the default shares shall be retained by the Company in whole or in part without any liability to pay interest thereon when such moneys are finally paid to such holder and the holder shall not be entitled to elect pursuant to Article 143 to receive shares instead of that dividend.

(C).	Cessation of disenfranchisement

	Any disenfranchisement notice shall have effect in relation to default shares in accordance with its terms but shall cease to have effect:-

	(i)	on the expiry of seven days after the Company has received in writing all information required by it in respect of those default shares pursuant to every statutory notice served on the holder of such shares and each other person appearing to be interested in such shares; or

	(ii)	when the Company receives notice that an approved transfer to a third party has occurred; or

(iii)

if and to the extent that the Directors so determine.

(D).	Person interested in shares; approved transfers

	For the purposes of this Article 89:-

	(a)	a person shall be treated as appearing to be interested in any shares if the holder of such shares has given to the Company information in pursuance of a notice served under Section 793 of the 2006 Act and either (a) the holder has named such person as being so interested, or (b) (after taking into account the said information and any other relevant information received in pursuance of a notice served under the said Section) the Company knows or has reasonable cause to believe that the person in question is or may be interested in the shares; and

	(b)	A transfer of Ordinary Shares is an approved transfer if, but only if:-

	(i)	it is a transfer to an offeror by way of or in pursuance of acceptance of a takeover offer (as defined for the purposes of Chapter 3 of Part 28 of the 2006 Act) for the Company; or

	(ii)	the Directors are satisfied that the transfer is made pursuant to a bona fide sale of the whole of the beneficial ownership of the shares to a person unconnected with the holder or with any other person appearing to be interested in such shares (including any such sale made through a recognised investment exchange or any stock exchange outside the United Kingdom on which the Company's ordinary shares (or rights in respect of those shares) are normally traded). For the purposes of this sub-paragraph (ii) any associate (as defined in Section 435 of the Insolvency Act 1986) shall be included amongst the persons who are connected with the holder or any person appearing to be interested in such shares.

CORPORATIONS ACTING BY REPRESENTATIVES

90.	Authority of representatives

	Any corporation which is a member of the Company may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of members of the Company. The person so authorised shall be entitled to exercise the same powers on behalf of such corporation as the corporation could exercise if it were an individual member of the Company and such corporation shall for the purposes of these presents be deemed to be present in person at any such meeting if a person so authorised is present thereat.

DIRECTORS

91.	Limit on number of directors

	Subject as hereinafter provided the Directors shall not be more than twenty-five in number. The Company may by Ordinary Resolution from time to time vary the maximum number of Directors.

92.	Directors need not be members

	A Director shall not be required to hold any shares of the Company by way of qualification. A Director who is not a member of the Company shall nevertheless be entitled to receive notice of and attend and speak at General Meetings and all separate meetings of the holders of any class of shares of the Company.

93.	Directors' fees

	Each of the Directors may be paid a fee at such rate as may from time to time be determined by the Directors provided that the aggregate of all fees so paid to Directors shall not exceed £250,000 per annum or such higher amount as may from time to time be decided by ordinary resolution of the Company (whether before or after the date of adoption of these presents). Such fees shall accrue from day to day and in the case of any Director shall, unless and to the extent that the Directors otherwise determine, be independent of any remuneration to which such Director may be entitled under any other provision of these articles or in respect of any other office or appointment under the Company or any other company in which the Company may be interested.

94.	Expenses

	The Directors may repay to any Director all such reasonable expenses as he may incur in attending and returning from meetings of the Directors or of any committee or General Meetings or otherwise in or about the business of the Company or the discharge of his duties as a Director, including (without limitation) any professional fees incurred by him (with the approval of the Directors or in accordance with any procedures stipulated by the Directors) in taking independent advice in connection with the discharge of such duties.

95.	Extra remuneration

	Any Director who is appointed to any executive office (including for this purpose the office of Chairman or Deputy Chairman or Vice-Chairman whether or not such office is held in an executive capacity) or who serves on any committee or who otherwise performs services which in the opinion of the Directors are outside the scope of the ordinary duties of a Director, may be paid such extra remuneration by way of salary, commission or otherwise as the Directors may determine.

96(A).	Retirement and other benefits

	Without prejudice to the general power of the Directors under these presents to exercise on behalf of the Company (by establishment or maintenance of schemes or otherwise) all the powers of the Company to give or procure the giving of pensions, annuities or other allowances or benefits to or for the benefit of any person, and without restricting the generality of their other powers, the Directors shall have power to pay and agree to pay pensions or other retirement, superannuation, death or disability benefits or other allowances and benefits to any Director or ex-Director of the Company or of any company which is a subsidiary undertaking of the Company or is allied to or associated with the Company or any such subsidiary undertaking or of any predecessor in business of the Company or any other company as aforesaid and to the husbands, wives, widowers, widows, children, families, dependants and personal representatives of any such Director or ex-Director, and for the purpose of providing any such pensions or other benefits to establish or contribute to any trust, scheme, association, arrangement or fund or to pay premiums, and shall have power to establish trusts, schemes, associations, arrangements or funds considered to be for the benefit of any such persons aforesaid. A Director or ex-Director shall not be accountable to the Company or the members for any such pension, allowance or other benefit and the receipt of the same shall not disqualify any person from being or becoming a Director of the Company.

(B).	Insurance

	Without prejudice to the provisions of Article 169, the Directors shall have the power to purchase and maintain insurance for or for the benefit of any persons who are or were at any time directors, officers or employees of the Company, or of any other company which is its holding company or in which the Company or such holding company or any of the predecessors of the Company or of such holding company has any interest, whether direct or indirect, or which is in any way allied to or associated with the Company, or of any subsidiary undertaking of or any other body, whether or not incorporated ("body"), owned by or in which an interest is owned by the Company or any such other company, or who are or were at any time trustees of any pension fund or employees' share scheme in which employees of the Company or any such other company or subsidiary undertaking or body are interested, including (without prejudice to the generality of the foregoing) insurance against any liability incurred by such persons in respect of any act or omission in the actual or purported execution and/or discharge of their duties and/or the exercise or purported exercise of their powers and/or otherwise in relation to or in connection with their duties, powers or offices in relation to the Company or any such other company, subsidiary undertaking, body, pension fund or employees' share scheme.

97(A).	Directors' interests in contracts with the Company

	Subject to the provisions of the Statutes and Article 113, a Director or alternate Director may be a customer of the Company or of any of its subsidiary undertakings or be party to or in any way interested in any contract or arrangement or transaction to which the Company is a party or in which the Company is in any way interested and he may hold and be remunerated (in addition to any other remuneration provided for

	by or pursuant to any other Article) in respect of any office or place of profit (other than the office of Auditor of the Company or any subsidiary thereof) under the Company or any other company in which the Company is in any way interested and he (or any firm of which he is a member) may act in a professional capacity for the Company or any such other company and be remunerated therefor and in any such case as aforesaid (unless otherwise agreed) the Director may retain for his own absolute use and benefit all profits and advantages accruing to him thereunder or in consequence thereof.

(B).	Appointments with other companies

	A Director of the Company may (subject to Article 100, where applicable) be or become a director or other officer of, or otherwise interested in, any undertaking promoted by the Company or in which the Company may be interested, and (unless otherwise agreed) shall not be accountable to the Company or the members for any remuneration, profit or other benefit received by him as a director or officer of, or from his interest in, such other undertaking. The Directors may also cause the voting power conferred by the shares in any other undertaking held or owned by the Company to be exercised in such manner in all respects as they think fit, including the exercise thereof in favour of any resolution appointing themselves or any of them to be directors, officers or servants of such other undertaking, or voting or providing for the payment of remuneration to the directors, officers or servants of such other undertaking.

98(A).	Executive office

	The Directors may from time to time appoint one or more of their body to be holder of any executive office (including, where considered appropriate, the office of Chairman, Deputy Chairman or Vice-Chairman, Managing, Joint Managing, Deputy or Assistant, Managing Director or Chief, Deputy Chief or Assistant Chief Executive) on such terms and for such period as they may (subject to the provisions of the Statutes) determine and without prejudice to the terms of any contract entered into in any particular case, may at any time revoke any such appointment.

(B).	When termination of appointment automatic

	The appointment of any Director to any of the executive offices specifically mentioned in paragraph (A) above shall automatically determine if he ceases to be a Director but without prejudice to any claim for damages for breach of any contract of service between him and the Company.

(C).	When termination of appointment not automatic

	The appointment of any Director to any other executive office shall not automatically determine if he ceases from any cause to be a Director, unless the contract or resolution under which he holds office shall expressly state otherwise in which event the termination of his office if he ceases to be a Director shall be without prejudice to any claim for damages for breach of any contract of service between him and the Company.

99.	Delegation of powers

	The Directors may entrust to and confer upon any Director any of the powers exercisable by them as Directors upon such terms and conditions and with such restrictions as they think fit, and either collaterally with or to the exclusion of their own powers, and may from time to time revoke, withdraw, alter or vary all or any of such powers.

100.	Directors’ interests: authorisation of conflict situations by Directors

	(A)	For the purposes of Section 175 of the 2006 Act (and with effect from the coming into force of that Section), the Directors have the power to authorise any matter which would or might otherwise constitute or give rise to a breach of the duty of a Director under that Section to avoid a situation in which he has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the Company.

	(B)	Authorisation of a matter under this Article 100 is effective only if:

	(a)	the matter in question is proposed in writing for consideration at a Directors’ meeting in accordance with the Directors’ normal procedures or in such other manner as the Directors may approve;

	(b)	the proposal is dealt with as an item of business at that Directors’ meeting in accordance with the Directors’ normal procedures (subject to sub-paragraphs (c) and (d) below);

	(c)	any requirement as to the quorum at the Directors’ meeting, or the part of a Directors’ meeting, at which the matter is considered is met without counting the Director in question and any other interested Director (together the "interested directors"); and

	(d)	the matter is agreed to without the interested directors voting, or the matter would have been agreed to if the votes or the interested directors had not been counted.

	(C)	Any authorisation of a matter under this Article 100 extends to any actual or potential conflict of interest which may reasonably be expected to arise out of the matter so authorised.

	(D)	Any authorisation of a matter under this Article 100 may be given on or subject to such conditions or limitations as the Directors determine, whether at the time such authorisation is given or subsequently. In particular, the Directors may provide:

(a)

for the exclusion of some or all of the interested directors from the receipt of information, or participation in discussion (whether at

		Directors’ meetings or otherwise), relating to the matter authorised by the Directors; or

	(b)	with respect to an interested director who obtains information that is confidential to a third party, that he is not obliged to disclose that information to the Company, or to use the information in relation to the Company’s affairs, where to do so would amount to a breach of that confidence.

		A Director must comply with any obligations imposed on him by the Directors in or pursuant to any authorisation.

	(E)	A Director is not, except as otherwise agreed by him, accountable to the Company for any benefit which he (or a person connected with him) derives from any matter authorised by the Directors under this Article 100, and any contract, transaction or arrangement relating to such matter is not liable to be avoided on the grounds of any such benefit.

	(F)	An authorisation under this Article 100 may be terminated by the Directors at any time.

	(G)	The provisions of paragraph (B) above apply in relation to any modification of the conditions or limitations on or subject to which an authorisation is given as they apply in relation to the giving of the authorisation.

	(H)	An authorisation must be recorded in writing, but failure to do so will not invalidate the authorisation.

	(I)	Notwithstanding any other provision of these presents, the Directors may not delegate the powers conferred on them under paragraph (A) above.

APPOINTMENT AND RETIREMENT OF DIRECTORS

101.	Vacation of office of director

	The office of a Director shall be vacated in any of the following events, namely:-

	(A)	if pursuant to any provisions of the Statutes he is removed or prohibited from being a Director;

	(B)	if he shall resign by writing under his hand left at the Office or if he shall tender his resignation and the Directors shall resolve to accept the same;

	(C)	if he shall have a receiving order made against him, become bankrupt, apparently insolvent, execute a trust deed for behalf of his creditors or shall compound with his creditors generally;

	(D)	if he shall become of unsound mind or otherwise incapax;

	(E)	if he shall be absent from meetings of the Directors for three months without leave and his alternate Director (if any) shall not during such period have attended in his stead and the Directors shall resolve that his office be vacated; or

	(F)	if he shall be removed from office by notice in writing served upon him signed by all his co-Directors, but so that in the case of a Director holding an executive office which automatically determines on his ceasing to be a Director such removal shall be deemed an act of the Company and shall have effect without prejudice to any claim for damages in respect of the consequent termination of his executive office.

102.	Retirement of directors by rotation

	At the Annual General Meeting in each year any Director bound to retire under Article 108 and any Directors who were not appointed at one of the preceding two Annual General Meetings shall retire from office and may offer themselves for re-election by the members.

103.	[NOT USED]

104.	When directors deemed to be reappointed

	The Company at the meeting at which a Director retires under any provision of these presents may (subject to Article 106) by Ordinary Resolution fill up the office being vacated by electing thereto the retiring Director or some other person eligible for appointment. In default the retiring Director shall be deemed to have been re-elected except in any of the following cases:-

	(A)	where at such meeting it is expressly resolved not to fill up such office or a resolution for the re-election of such Director is put to the meeting and lost;

	(B)	where such Director has given notice in writing to the Company that he is unwilling to be re-elected;

	(C)	where the default is due to the moving of a resolution in contravention of the next following Article;

	(D)	where such Director has attained any retiring age applicable to him as Director;

	(E)	where, if such Director was re-elected, he would be required to vacate the office of Director pursuant to Article 101.

	The retirement shall not have effect until the conclusion of the meeting except where a resolution is passed to elect some other person in the place of the retiring Director or a resolution for his re-election is put to the meeting and lost and accordingly a retiring Director who is re-elected or deemed to have been re-elected will continue in office without break.

100

105.	Resolution

	A resolution for the appointment of two or more persons as Directors by a single resolution shall not be moved at any General Meeting unless a resolution that it shall be so moved has first been agreed to by the meeting without any vote being given against it; and any resolution moved in contravention of this provision shall be void.

106.	Notice of intention to appoint a director

	No person other than a Director retiring at the meeting shall, unless recommended by the Directors for election, be eligible for appointment as a Director at any General Meeting unless not less than seven nor more than forty two days (inclusive of the date on which the notice is given) before the day appointed for the meeting there shall have been left at the Office, addressed to the Secretary, notice in writing signed by some member (other than the person to be proposed) duly qualified to attend and vote at the meeting for which such notice is given of his intention to propose such person for appointment stating the particulars which would, if he were so appointed, be required to be included in the Company's Register of Directors together with notice in writing signed by the person to be proposed of his willingness to be elected.

107.	Removal and replacement of directors

	The Company may in accordance with and subject to the provisions of the Statutes by Ordinary Resolution of which special notice has been given remove any Director from office notwithstanding any provision of these presents or of any agreement between the Company and such Director, but without prejudice to any claim he may have for damages for breach of any such agreement, and by Ordinary Resolution appoint another person in place of a Director so removed from office and any person so appointed shall be treated for the purpose of determining the time at which he or any other Director is to retire by rotation as if he had become a Director on the day on which the Director in whose place he is appointed was last elected as a Director. In default of such appointment the vacancy arising upon the removal of a Director from office may be filled by the Directors as a casual vacancy.

108.	Appointment by ordinary resolution or by directors

	The Company may by Ordinary Resolution appoint any person to be a Director either to fill a casual vacancy or as an additional Director. Without prejudice and in addition thereto, the Directors shall have the power at any time so to do, but so that the total number of Directors shall not at any time exceed the maximum number (if any) fixed by or in accordance with these presents. Any person so appointed by the Directors shall hold office only until the next Annual General Meeting and shall then be eligible for re-election.

101

ALTERNATE DIRECTORS

109(A). Power to appoint alternate directors

	Any Director (other than an alternate Director) may at any time by writing under his hand and deposited at the Office, or received by the Secretary or delivered at a meeting of the Directors, appoint any person (including another Director) to be his alternate Director and may in like manner at any time terminate such appointment. If such alternate Director is not another Director, such appointment, unless previously approved by the Directors, shall have effect only upon and subject to being so approved.

(B).	Termination

	The appointment of an alternate Director shall automatically determine on the happening of any event which if he were a Director would cause him to vacate such office or if his appointor ceases to be a Director or if the approval of the Directors to his appointment is withdrawn. An alternate Director may by writing under his hand left at the Office resign such appointment.

(C).	Alternate to receive notices

	An alternate Director shall (except when absent from the United Kingdom) be entitled, if his appointor so requests, to receive notices of meetings of the Directors to the same extent as, but in lieu of, the Director appointing him and shall be entitled to attend and vote as a Director and be counted for the purposes of a quorum at any such meeting at which the Director appointing him is not personally present and generally at such meeting to perform all functions, powers and duties of his appointor as a Director and for the purposes of the proceedings at such meeting the provisions of these presents shall apply as if he were a Director. If he shall himself be a Director or shall attend any such meeting as an alternate for more than one Director his voting rights shall be cumulative. If his appointor is for the time being absent from the United Kingdom or temporarily unable to act through ill-health or disability his signature to any resolution in writing of the Directors shall be as effective as the signature of his appointor. To such extent as the Directors may from time to time determine in relation to any committees formed under Article 118 the foregoing sentences shall also apply mutatis mutandis to any meeting of any such committee of which his appointor is a member. An alternate Director shall not (save as aforesaid) have power to act as a Director nor shall he be deemed to be a Director for the purposes of these presents.

(D).	Alternate may be paid expenses but not remuneration

	An alternate Director may be repaid expenses, and shall be entitled to be indemnified, by the Company to the same extent mutatis mutandis as if he were a Director but he shall not be entitled to receive from the Company any remuneration except only such proportion (if any) of the remuneration otherwise payable to his appointor as such appointor may by notice in writing to the Company from time to time direct.

102

PROCEEDINGS OF DIRECTORS

110(A). Meetings of directors

	Subject to the provisions of these presents, the Directors may meet together for the despatch of business, adjourn and otherwise regulate their meetings as they think fit. Questions arising at any meeting shall be determined by a majority of votes. In case of an equality of votes the chairman of the meeting shall have a second or casting vote. A Director may, and the Secretary on the requisition of a Director shall, at any time summon a meeting of the Directors. Notice of a meeting of Directors shall be deemed to be properly given to a Director if it is given to him personally or by word of mouth or sent in writing or by electronic communication to him at his last known address or any other address given by him to the Company for this purpose. A Director absent or intending to be absent from the United Kingdom may request that notices of meetings of Directors shall during his absence be sent in writing or by electronic communication to him at an address given by him to the Company for this purpose, but such notices need not be given any earlier than notices given to Directors not so absent and if no such request is made it shall not be necessary to give notice of a meeting of Directors to any Director who is for the time being absent from the United Kingdom. A Director may waive notice of any meeting either prospectively or retrospectively.

(B).	Participation in meetings by telephone

	Any one or more (including, without limitation, all) of the Directors, or any committee of the Directors, may participate in a meeting of the Directors or of such committee:-

	(a)	by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time; or

	(b)	by a succession of telephone calls to Directors from the chairman of the meeting following disclosure to them of all material points.

	Participating by such means shall constitute presence in person at a meeting. Such meeting shall be deemed to have occurred, in the case of (a), at the place where most of the Directors participating are present or, if there is no such place, where the chairman of the meeting is present and, in the case of (b), where the chairman of the meeting is present.

111.	Authority to vote

	A Director who is unable to attend any meeting of the Directors and has not appointed an alternate Director may authorise any other Director to vote for him at that meeting, and in that event the Director so authorised shall have a vote for each Director by whom he is so authorised in addition to his own vote. Any such authority must be in writing or by cable. telegram, telex or facsimile which must be produced at the meeting at which the same is to be used and be left with the Secretary for retention.

103

112.	Quorum

	The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors and unless so fixed at any other number shall be three. A meeting of the Directors at which a quorum is present shall be competent to exercise all powers and discretions for the time being exercisable by the Directors.

113.	Directors' interests

	A Director who is in any way, whether directly or indirectly, interested in a contract or proposed contract (or any transaction or arrangement whether or not constituting a contract) with the Company shall declare the nature of his interest in accordance with the provisions of the Statutes.

114(A). Restrictions on voting

	Save as herein provided, a Director shall not vote at any meeting of the Directors in respect of any contract or arrangement or any other proposal whatsoever in which he has an interest which (together with any interest of any person connected with him within the meaning of Section 252 of the 2006 Act) is, to his knowledge, a material interest (otherwise than by virtue of his interests in shares or debentures or other securities of, or otherwise in or through, the Company). A Director shall not be counted in the quorum at a meeting in relation to any resolution on which he is debarred from voting.

(B).	Where interest does not prevent voting

	Subject to the provisions of the Statutes a Director shall (in the absence of some other material interest than is indicated below) be entitled to vote (and be counted in the quorum) in respect of any resolution concerning any of the following matters, namely:-

	(i)	the giving of any security or indemnity to him pursuant to Article 169 or in respect of money lent or obligations incurred by him at the request of or for the benefit of the Company or any of its subsidiary undertakings;

	(ii)	the giving of any security or indemnity to a third party in respect of a debt or obligation of the Company or any of its subsidiary undertakings for which he himself has assumed responsibility in whole or in part under a guarantee or indemnity or by the giving of security;

	(iii)	any proposal concerning an offer of shares or debentures or other securities of or by the Company or any of its subsidiary undertakings for subscription or purchase in which offer he is or may be entitled to participate as a holder of securities or in the underwriting or sub-underwriting of which he is to participate;

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	(iv)	any proposal concerning any other company (not being a company in which he owns one per cent or more) in which he is interested, directly or indirectly and whether as an officer, or shareholder, creditor or otherwise howsoever;

	(v)	any proposal concerning the adoption, modification or operation of a pension fund or retirement death or disability benefits scheme or employees' share scheme which relates both to Directors and employees of the Company or of any of its subsidiary undertakings and does not provide in respect of any Director as such any privilege or advantage not accorded to the employees to which the fund or scheme relates;

	(vi)	any contract or arrangement for the benefit of employees of the Company or of any of its subsidiary undertakings under which he benefits or stands to benefit in a similar manner to the employees and which does not accord to any Director as such any privilege or advantage not accorded to the employees to whom the contract or arrangement relates; and;

	(vii)	any proposal concerning insurance which the Company proposes to purchase and/or maintain for the benefit of any Directors of the Company or for persons who include Directors of the Company, provided that for the purposes of this sub-paragraph (vii), insurance shall mean only insurance against liability incurred by a Director in respect of any act or omission by him referred to in Article 96(B), or any other insurance which the Company is empowered to purchase and/or maintain for, or for the benefit of, any groups of persons consisting of or including Directors of the Company.

	For the purposes of sub-paragraph (iv) above, a company shall be deemed to be one in which a Director owns one per cent or more if and so long as (but only if and so long as) he, taken together with any person connected with him within the meaning of Section 252 of the 2006 Act, is to his knowledge (either directly or indirectly) the holder of or beneficially interested in one per cent or more of any class of the equity share capital of that company or of the voting rights available to members of that company. For the purpose of this paragraph there shall be disregarded any shares held by the Director or any such person as simple trustee under the laws of Scotland or bare or custodian trustee under the laws of England and Wales and in which he has no beneficial interest, any shares comprised in a trust in which his, or any such person's, interest is in reversion or remainder or fee if and so long as some other person is entitled to receive the income of the trust, and any shares comprised in an authorised unit trust scheme in which he, or any such person, is interested only as a unit holder. Where a company in which a Director owns one per cent or more is materially interested in a contract or arrangement or other proposal, he also shall be deemed to be materially interested in that contract, arrangement or other proposal.

(C).	Consideration of matters involving two or more directors

	Where proposals are under consideration concerning the appointment (including fixing or varying the terms of appointment) of two or more Directors to offices or employments with the Company or any company in which the Company is interested, such proposals may be divided and considered in relation to each Director separately

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	and in such case each of the Directors concerned (if not debarred from voting under paragraph (B)(iv) of this Article) shall be entitled to vote (and be counted in the quorum) in respect of each resolution except that concerning his own appointment.

(D).	Materiality of directors' interests

	If any question shall arise at any meeting as to the materiality of a Director's interest or as to the entitlement of any Director to vote and such question is not resolved by his voluntarily agreeing to abstain from voting, such question shall be referred to the chairman of the meeting (or in the case of a question as to the materiality of an interest or entitlement to vote of the chairman, one of the Deputy Chairmen or in his absence one of the Vice-Chairmen) and his ruling in relation to any other Director shall be final and conclusive except in a case where the nature or extent of the interests of such Director has not been fairly disclosed.

(E).	Alternate Directors

	In relation to an alternate Director, the interest of his appointor shall, for the purposes of this Article, be treated as the interest of the alternate Director in addition to an interest which the alternate Director otherwise has. This Article applies to an alternate Director as if he were a Director.

(F).	Relaxation of provisions

	Subject to the Statutes, the Company may by Special Resolution suspend or relax the provisions of this Article to any extent or ratify any transaction not duly authorised by reason of a contravention of this Article.

115.	Proceedings in case of vacancies

	The continuing Directors may act notwithstanding any vacancies in their number, but if and so long as the number of Directors is reduced below the number fixed by or in accordance with these presents as the necessary quorum of Directors the continuing Directors or Director may act for the purpose of filling up such vacancies or of summoning General Meetings of the Company, but not for any other purpose. If there be no Directors or Director able or willing to act, then any two members may summon a General Meeting for the purpose of appointing Directors.

116.	Chairman

	The Directors may elect a Chairman and one or more Deputy Chairmen and one or more Vice-Chairmen and determine the period for which each is to hold office. The Chairman or, in his absence, one of any Deputy Chairmen or, in his absence, one of any Vice-Chairmen shall preside at meetings of the Directors, but if no Chairman or Deputy Chairman or Vice-Chairman shall have been appointed, or if at any meeting none of them be present within five minutes after the time appointed for holding the same, the Directors present may choose one of their number to be chairman of the meeting. If at any time there is more than one Deputy Chairman or Vice-Chairman the right (in the absence of the Chairman or of the Chairman and the Deputy

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	Chairmen respectively) to preside at a meeting of Directors shall be determined as between the Deputy Chairmen (in the absence of the Chairman) or Vice-Chairmen (in the absence of the Chairman and the Deputy Chairmen) present (if more than one) by seniority in length of appointment or otherwise as resolved by the Directors.

117.	Resolutions in writing

	A resolution in writing signed by all the Directors for the time being in the United Kingdom and all the alternate Directors (if any) for the time being in the United Kingdom whose appointors are for the time being absent from the United Kingdom (provided that their number is sufficient to constitute a quorum) or by all the members of a committee formed under the next following Article for the time being shall be as valid and effective as a resolution passed at a meeting of the Directors or, as the case may be, of such committee duly convened and held and may consist of several documents in the like form, each signed by one or more of the Directors or alternate Directors or members of the committee concerned.

118.	Committees of directors

	The Directors may delegate any of their powers, authorities or discretions (including, for the avoidance of doubt, any powers, authorities or discretions relating to the remuneration of Directors, the varying of Directors' terms and conditions of employment or the conferring of any benefit on Directors) to committees consisting of one or more members of their body and (if thought fit) one or more other persons co-opted as hereinafter provided. Insofar as any such power, authority or discretion is delegated to a committee, any reference in these presents to the exercise by the Directors of the power, authority or discretion so delegated shall be read and construed as if it were a reference to the exercise by such committee. Any committee so formed shall in the exercise of the powers, authority or discretions so delegated conform to any regulations which may from time to time be imposed by the Directors. Any such regulations may provide for or authorise the co-option to the committee of persons other than Directors and for such co-opted members to have voting rights as members of the committee but so that (i) the number of co-opted members shall be less than one half of the total number of members of the committee and (ii) no resolution of the committee shall be effective unless a majority of the members of the committee present at the meeting when the resolution is passed are Directors. The Directors may authorise any such committee to sub-delegate all or any of the powers, authorities and discretions delegated to it, and the Directors may at any time dissolve any such committee or revoke, vary or suspend any delegation made to any such committee.

119.	Proceedings of committee

	The meetings and proceedings of any such committee consisting of two or more members (including the exercise of all powers, authorities and discretions vested in such committee) shall be governed by the provisions of these presents regulating the meetings and proceedings of the Directors, so far as the same are applicable and are not superseded by any regulations made by the Directors under the last preceding Article.

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120.	Validity of proceedings

	All acts done by any meeting of Directors, or of any such committee, or by any person acting as a Director, shall as regards all persons dealing in good faith with the Company, notwithstanding that there was some defect in the appointment or continuance in office of any such Directors (or their alternates), or member of the committee, or person acting as aforesaid, or that they or any of them were disqualified or had vacated office, or were not entitled to vote, be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director (or alternate Director) or member of the committee and had been entitled to vote.

BORROWING POWERS

121.	Power to borrow and grant security

	The Directors may exercise all the powers of the Company to borrow money, and to mortgage or charge its undertaking, property and uncalled capital, and to issue debentures and other securities, whether outright or as collateral security for any debt, guarantee, liability or obligation of the Company or of any third party.

GENERAL POWERS OF DIRECTORS

122.	Business to be managed by the directors

	The business and affairs of the Company shall be managed by the Directors, who may exercise all such powers of the Company as are not by the Statutes or by these presents required to be exercised by the Company in General Meeting, subject nevertheless to any regulations of these presents, to the provisions of the Statutes and to such regulations, being not inconsistent with the aforesaid regulations or provisions, as may be prescribed by Special Resolution of the Company, but no regulation so made by the Company shall invalidate any prior act of the Directors which would have been valid if such regulation had not been made. The general powers given by this Article shall not be limited or restricted by any special authority or power given to the Directors by any other Article.

123.	Local boards, etc

	The Directors may make such arrangements as they think fit for the management and transaction of the Company's affairs in any specified locality whether in the United Kingdom or elsewhere and without prejudice to the generality of the foregoing may at any time and from time to time (a) establish Regional, Divisional or Local Boards, Committees or Agencies in the United Kingdom or elsewhere, (b) appoint any one or more of the Directors or any other person or persons to be members thereof for such period and at such remuneration as the Directors may deem fit, (c) revoke from time to time any such appointment, (d) fix the quorum of the said Regional, Divisional or Local Boards and Committees, (e) delegate to such Regional, Divisional or Local Boards, Committees and Agencies from time to time all or such powers, authorities and discretions vested in the Directors (other than the power to make calls) as the

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	Directors may deem expedient, with power to sub-delegate, and (f) annul or vary any such delegation, but no person dealing in good faith and without notice of any such annulment or variation shall be affected thereby.

124.	Powers of attorney

	The Directors may from time to time and at any time by power of attorney or factory and commission or otherwise appoint any company, firm or person or any fluctuating body of persons, whether nominated directly or indirectly by the Directors, to be the Attorney or Attorneys or Commissioner or Commissioners of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these presents) and for such period and subject to such conditions as they may think fit, and any such power of attorney or factory and commission may contain such provisions for the protection and convenience of persons dealing with any such Attorney or Commissioner as the Directors may think fit, and may also authorise any such Attorney or Commissioner to sub-delegate all or any of the powers, authorities and discretions vested in him. The Directors may delegate all or any of their powers under this Article.

125.	Official seal for use abroad

	The Company may exercise the powers conferred by the Statutes with regard to having an official seal for use abroad and such powers shall be vested in the Directors.

126.	Overseas registers

	Subject to and to the extent permitted by the Statutes, the Company, or the Directors on behalf of the Company, may cause to be kept in any territory outside the United Kingdom a branch register of members resident in such territory, and the Directors may make and vary such regulations as they may think fit respecting the keeping of any such register.

127.	Execution by the Company

	All cheques, promissory notes, drafts, bills of exchange, and other negotiable or transferable instruments, and all receipts for moneys paid to the Company, shall be signed, drawn, accepted, endorsed, or otherwise executed, as the case may be, in such manner as the Directors or any duly authorised committee shall from time to time determine.

DEPARTMENTAL, REGIONAL OR LOCAL DIRECTORS

AND OTHER APPOINTEES

128(A). Use of designation "Director"

	The Directors may from time to time appoint any person to be a Departmental, Regional or Local Director or (without prejudice to the powers conferred by Article 123) to any other appointment including the word "Director" in its title (any person so appointed pursuant to this Article being in this Article called "an Appointee").

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(B).	Powers and duties of Appointee

	The Directors may from time to time define, limit or restrict the powers and duties of an Appointee and determine his remuneration and may at any time remove any such person from such office but without prejudice to any claim for damages for breach of any contract of service between him and the Company. Any person so appointed as an Appointee shall not, by reason only of such appointment, be a Director of the Company for any of the purposes of these presents or of the Statutes, nor shall he have, by reason only of such appointment, any of the powers or duties of a Director save in so far as specific powers or duties may be vested in him by the Directors as aforesaid. The Directors may at any time determine the use of any designation or title including the word "Director".

(C).	Attendance at board meetings

	An Appointee shall not be entitled, by reason only of such appointment, to receive notice of or to attend at any meeting of the Directors unless he is specifically invited by the Directors to do so, and as an Appointee he shall not be entitled to vote thereat.

(D).	Appointment of other officers

	The Directors may from time to time appoint Chief General Managers, Deputy Chief General Managers, Assistant Chief General Managers, Senior General Managers, General Managers, Deputy General Managers, Assistant General Managers and any other officers on such terms and for such period as the Directors may think fit. The Directors may from time to time define, limit or restrict the powers and duties of any person appointed to any such office and determine his remuneration and may at any time remove any such person from such office but without prejudice to any claim for damages for breach of any contract of service between him and the Company.

SECRETARY

129.	Secretary

	The Secretary shall be appointed by the Directors on such terms and for such period as they may think fit. Any Secretary so appointed may at any time be removed from office by the Directors, but without prejudice to any claim for damages for breach of any contract of service between him and the Company. If thought fit two or more persons may be appointed as Joint Secretaries. The Directors may also appoint from time to time on such terms as they may think fit one or more Deputy Secretaries and Assistant Secretaries. Anything by the Statutes or by these presents required or authorised to be done by or to the Secretary may, if the office is vacant or there is for any other reason no Secretary capable of acting, be done by or to any Deputy or Assistant Secretary, or if there is no Deputy or Assistant Secretary capable of acting, by or to any officer of the Company authorised generally or specially in that behalf by the Directors.

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SEALS


130(A). Custody of seal

	The Directors shall provide for the safe custody of the Seal and any Securities Seal and neither shall be used without the authority of the Directors or a committee authorised by the Directors in that behalf.

(B).	Formalities for affixing the seal

	Every deed, contract, document, instrument or other writing to which the Seal shall be affixed shall (except as permitted by Article 19) be signed by a Director or by some other person appointed by the Directors for the purpose and countersigned by the Secretary or by a second Director or by some other person appointed by the Directors for the purpose. Such signature and counter-signature shall not require to be witnessed.

(C).	Use of securities seal

	The Securities Seal shall be used only for sealing securities issued by the Company and documents creating or evidencing securities so issued. Any such securities or documents sealed with the Securities Seal shall not require to be signed.

EXECUTION OF DOCUMENTS


131.	Execution of documents

	Subject to the provisions of the Statutes, all deeds, contracts, documents, instruments or other writings not executed under Seal may be signed by a Director or by the Secretary or by some other person appointed by the Directors or by a duly authorised committee for that purpose and that whether or not relating to heritable or real property. Provided that this Article and the provisions of Article 130(B) are without prejudice to any other manner of execution of documents permitted or prescribed by the Statutes.

AUTHENTICATION OF DOCUMENTS

132.	Authentication of documents

	Any Director or the Secretary or any person appointed by the Directors or by a duly authorised committee for the purpose shall have power to authenticate any documents affecting the constitution of the Company and any resolutions passed by the Company or the Directors or any committee, and any books, records, documents and accounts relating to the business of the Company, and to certify copies thereof or extracts therefrom as true copies or extracts; and where any books, records, documents or accounts are elsewhere than at the Office the officer, servant or agent of the Company having the custody thereof shall be deemed to be a person appointed by the Directors as aforesaid. A document purporting to be a copy of a resolution, or an extract from the minutes of a meeting, of the Company or of the Directors or any committee which

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is certified as aforesaid shall be conclusive evidence in favour of all persons dealing with the Company upon the faith thereof that such resolution has been duly passed or, as the case may be, that such minutes or extract is a true and accurate record of proceedings at a duly constituted meeting.

DIVIDENDS

133.	Declaration of dividends

	The Company may by Ordinary Resolution declare dividends but no dividend shall be payable except out of the profits of the Company available for distribution under the provisions of the Statutes, or in excess of the amount recommended by the Directors, or in contravention of the special rights attaching to any share. Unless and to the extent that the rights attached to any shares or the terms of issue thereof otherwise provide, all dividends shall be declared and paid according to the amounts paid on the shares in respect of which the dividend is paid, and shall (as regards any shares not fully paid throughout the period in respect of which the dividend is paid) be apportioned and paid pro rata according to the amounts paid on the shares during any portion or portions of the period in respect of which the dividend is paid. The amounts of any such pro rata apportionments shall be determined by the Directors as they think fit in all respects including as to any Applicable Exchange Rate applied by them for the purposes of converting any amount denominated in one currency into another currency for such determination. Provided that the Directors act bona fide they shall not incur any responsibility to the holders of any share in respect of the determination of such pro rata apportionment. For the purposes of this Article no amount paid on a share in advance of calls shall be treated as paid on the share.

134(A). Interim dividends

	If and so far as in the opinion of the Directors the profits of the Company justify such payment, the Directors may (subject to the special rights attaching to any share and provided that the Directors may in any event pay an interim dividend on the Ordinary Shares at a rate not exceeding £0.01 per Ordinary Share) subject to the Statutes declare and pay the fixed dividends or dividends not exceeding a specified amount on any class of shares carrying a fixed dividend or dividends not exceeding a specified amount expressed to be payable on fixed dates on the half-yearly or other dates prescribed for the payment thereof and may also from time to time subject to the Statutes declare and pay interim dividends on shares of any class of such amount and on such dates and in respect of such periods as they think fit. For the purpose of ascertaining the distributable profits or reserves of the Company available for distribution at any time and the extent to which the same may cover fixed dividends or dividends not exceeding a specified amount expressed to be payable at such time, the Directors may convert any such profits or reserves denominated in, and any fixed dividend or dividends not exceeding a specified amount expressed to be payable in, a Foreign Currency into Sterling at the Applicable Exchange Rate.

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(B).	Directors' responsibility

	Provided that the Directors act bona fide, they shall not incur any responsibility to the holders of any share conferring a preference which may at any time be issued for any damage they may suffer by reason of the payment of an interim dividend on any shares ranking after such preference shares. A resolution of the Directors declaring the interim dividend shall (once announced) be irrevocable and have the same effect in all respects as if such dividend had been declared upon the recommendation of the Directors by an Ordinary Resolution of the Company.

135.	Profits and losses from past date

	Subject to the provisions of the Statutes, where any asset, business or property is bought by, transferred to or vested in the Company as from a past date (whether such date be before or after the incorporation of the Company) the profits and losses thereof as from such date may at the discretion of the Directors in whole or in part be carried to revenue account and treated for all purposes as profits or losses of the Company. Subject as aforesaid, if any shares or securities are purchased cum dividend or interest, such dividend or interest may at the discretion of the Directors be treated as revenue, and it shall not be obligatory to capitalise the same or any part thereof.

136.	Interest not payable

	No dividend or other moneys payable on or in respect of a share shall bear interest as against the Company. The provisions of this Article shall not affect the provisions of Article 48.

137.	Permitted deductions

	The Directors may deduct from any dividend or other moneys payable to any member on or in respect of a share all sums of money (if any) presently payable by him to the Company on account of calls or otherwise.

138.	Retention of dividends

	The Directors may retain any dividend or other moneys payable on or in respect of a share on which the Company has a lien, and may apply the same in or towards satisfaction of the debts, liabilities or engagements in respects of which the lien exists.

139.	Waiver of dividends

	The waiver in whole or in part of any dividend on any share by any document (whether or not under seal) shall be effective only if such document is signed by the shareholder (or the person entitled to the share in consequence of the death or bankruptcy of the holder or otherwise by operation of law) and delivered to the Company and if or to the extent that the same is accepted as such or acted upon by the Company.

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140.	Unclaimed dividends

	All dividends or other moneys payable on or in respect of a share unclaimed after having been declared may be invested or otherwise made use of by the Directors for the benefit of the Company until, subject as provided by these presents, claimed. The payment by the Directors of any unclaimed dividend or other moneys payable on or in respect of a share into a separate account shall not constitute the Company a trustee in respect thereof. The provisions of this Article shall not affect the provisions of Article 48.

141.	Forfeiture of unclaimed dividends

	Any dividend unclaimed after a period of twelve years from the date of declaration of such dividend shall be forfeited and shall revert to the Company.

142.	Dividends in specie

	The Company may upon the recommendation of the Directors by Ordinary Resolution direct payment of a dividend in whole or in part by the distribution of specific assets (and in particular of paid-up shares or debentures of any other company) and the Directors shall give effect to such resolution, and where any difficulty arises in regard to such distribution, the Directors may (a) settle the same as they think expedient and in particular may issue fractional certificates or may authorise any person to sell and transfer any fractions or disregard fractions altogether, (b) fix the value for distribution of such specific assets or any part thereof, (c) determine that cash payments shall be made to any members upon the footing of the value so fixed in order to adjust the rights of those entitled to participate in the dividend, and (d) vest any such specific assets in trustees as may seem expedient to the Directors.

143.	Scrip dividend

	The Directors may, subject to the rights attached to any class of share and in addition to the provisions of Article 4(C)(2)(b)(vi), with the prior sanction of an Ordinary Resolution of the Company, offer the holders of Ordinary Shares the right to elect to receive Ordinary Shares, credited as fully paid, instead of cash in respect of all or part of such dividend or dividends as are specified by such resolution. Such offer may be made by the Directors upon such terms and conditions as they think fit, provided that the following provisions shall apply in any event:-

	(A)	the said Ordinary Resolution may specify all or part of a particular dividend (whether or not already declared) or may specify all or any dividends (or any part of such dividends) declared or to be declared or paid within a specified period, but such period may not end later than the beginning of the fifth Annual General Meeting following the date of the meeting at which such resolution is passed;

	(B)	the entitlement of each holder of Ordinary Shares to new Ordinary Shares shall be such that the relevant value of the entitlement shall be as nearly as possible equal to (but not greater than) the cash amount (disregarding any tax credit) of

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		the dividend that such holder elects to forego provided always that, in calculating the entitlement, the Directors may at their discretion adjust the figure obtained by dividing the relevant value by the amount payable on the Ordinary Shares up or down so as to procure that the entitlement of each shareholder to new Ordinary Shares may be represented by a simple numerical ratio. For this purpose "relevant value" shall be calculated by reference to the average of the middle market quotations for the Company's Ordinary Shares on the London Stock Exchange, as derived from the Daily Official List, on the day on which the Ordinary Shares are first quoted "ex" the relevant dividend and the four subsequent dealing days, or in such other manner as may be determined by the Directors on such basis as they consider fair and reasonable. A certificate or report by the Auditors as to the amount of the average quotation in respect of any dividend shall be conclusive evidence of that amount;

	(C)	the basis of allotment shall be such that no member may receive a fraction of a share. The Directors may make such provisions as they think fit for any fractional entitlements, including provisions whereby, in whole or in part, fractional entitlements are disregarded or the benefit thereof accrues to the Company and/or under which fractional entitlements are accrued and/or retained and in each case accumulated on behalf of any shareholder and such accruals or retentions are applied to the allotment by way of bonus to or cash subscription on behalf of such shareholder of fully paid Ordinary Shares;

	(D)	the Directors, after determining the basis of allotment, shall notify the holders of Ordinary Shares of the right of election offered to them, and shall send with, or following, such notification, forms of election and specify the procedure to be followed and the place at which, and the latest date and time by which, duly completed forms of election must be lodged in order to be effective. Documents in electronic form may, if the Directors so determine, be used in accordance with these presents (instead of documents in hard copy form) for the notification of the right of election and the sending of completed forms of election;

	(E)	the dividend (or that part of the dividend in respect of which a right of election has been offered) shall not be payable on Ordinary Shares in respect whereof the said election has been duly made ("the elected Ordinary Shares") and instead thereof additional Ordinary Shares shall be allotted to the holders of the elected Ordinary Shares on the basis of allotment determined as aforesaid. For such purpose the Directors shall capitalise out of such of the sums standing to the credit of any of the Company's reserves (including Share Premium Account and Capital Redemption Reserve) or any of the profits which could otherwise have been applied in paying dividends in cash as the Directors may determine, a sum equal to the aggregate nominal amount of the additional Ordinary Shares to be allotted on such basis and apply the same in paying up in full the appropriate number of unissued Ordinary Shares for allotment and distribution to and amongst the holders of the elected Ordinary Shares on such basis. A resolution of the Directors capitalising any part of the reserves or profits hereinbefore mentioned shall have the same effect as if such

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		capitalisation had been declared by Ordinary Resolution of the Company in accordance with Article 148;

	(F)	the additional Ordinary Shares so allotted shall rank pari passu in all respects with the fully paid Ordinary Shares then in issue save only as regards participation in the relevant dividend;

	(G)	any resolution of the Company or the Directors, passed on or after the date of adoption of these presents, declaring a dividend in respect of which (or in respect of any part of which) a right of election is offered under this Article (whether before or after the passing of the resolution) shall be deemed to include (if not expressly included) a provision that the dividend declared (or the part thereof in respect of which the right of election is offered) shall not be payable in respect of Ordinary Shares as regards which a valid acceptance of the offer under this Article shall have been received by the Company not later than the final time for receipt of forms of election;

	(H)	Unless the Directors otherwise determine, or unless the Uncertificated Securities Regulations and/or the rules of the relevant system concerned otherwise require, the new Ordinary Share or shares which a member has elected to receive instead of cash in respect of the whole (or some part) of the specified dividend declared in respect of his elected Ordinary Shares shall be in uncertificated form (in respect of the member's elected Ordinary Shares which were in uncertificated form on the date of the member's election) and in certificated form (in respect of the member's elected Ordinary Shares which were in certificated form on the date of the member's election); and

	(I)	the Directors may also from time to time establish, continue or vary a procedure for election mandates, which, for the avoidance of doubt, may include an election by means of a relevant system and mandates given before the adoption of these presents, under which a holder of Ordinary Shares may elect to receive Ordinary Shares credited as fully paid instead of cash in respect of all future rights offered to that holder under this Article until the election mandate is revoked or deemed to be revoked in accordance with the procedure;

	(J)	the Directors may undertake and do such acts and things as they may consider necessary or expedient for the purpose of giving effect to the provisions of this Article;

	(K)	notwithstanding the foregoing, the Directors may at any time prior to payment of the relevant dividend determine, if it appears to them desirable to do so because of a change in circumstances, that the dividend shall be payable wholly in cash after all and if they so determine then all elections made shall be disregarded. The dividend shall be payable wholly in cash if the ordinary share capital of the Company ceases to be listed on the Official List of the London Stock Exchange at any time prior to the due date of issue of the additional shares or if the listing is suspended and not reinstated by the date immediately preceding the due date of such issue;

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	(L)	the Directors may on any occasion determine that rights of election hereunder shall be subject to such exclusions, restrictions or other arrangements as the Directors may deem necessary or expedient in relation to legal or practical problems under the laws of, or the requirements of any recognised regulating body or any stock exchange in, any territory; and

	(M)	this Article shall have effect without prejudice to the other provisions of these presents and such provisions shall also have effect without prejudice to the provisions of this Article.

144(A). Procedure for payment

	Any dividend or other monies payable in cash on or in respect of a share may be paid by cheque, warrant or other financial instrument sent through the post to the registered address of the member or person entitled thereto (or, if two or more persons are registered as joint holders of the share or are entitled thereto in consequence of the death or bankruptcy of the holder or otherwise by operation of law, to any one of such persons), or to such person and such address as such member or person or persons may by writing direct Every such cheque shall be crossed and bear across its face the words "account payee" or "a/c payee" either with or without the word "only", and every such cheque or warrant or other financial instrument shall be made payable to the order of the person to whom it is sent or to such person as the holder or joint holders or person or persons entitled to the share in consequence of the death or bankruptcy of the holder or otherwise by operation of law may direct. Payment of the cheque or warrant or other financial instrument by the banker upon whom it is drawn or, in respect of uncertificated shares, the making of payment in accordance with the facilities and requirements of the relevant system, shall be a good discharge to the Company. Every such cheque or warrant or other financial instrument shall be sent at the risk of the person entitled to the money represented thereby. In addition, any such dividend or other monies may be paid by any usual or common banking or funds transfer method (including, without limitation, direct debit, bank transfer and electronic funds transfer) and to or through such person as the holder or joint holders may in writing direct, and the Company shall have no responsibility for any sums lost or delayed in the course of any such transfer or where it has acted on any such directions.

(B).	Uncertificated shares

	In respect of uncertificated shares every such payment of dividend or other monies made by any method referred to in this Article 144 may be made in any such manner as may be consistent with the facilities and requirements of the relevant system. Without prejudice to the generality of the foregoing, in respect of uncertificated shares, such payment may include the sending by the Company or by any person on its behalf of an instruction to the Operator of the relevant system to credit the cash memorandum account of the holder or joint holders, or of such person as the holder or joint holders may in writing direct.

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(C).	Uncashed Dividends

	The Company may cease to send any cheque, warrant or other financial instrument through the post or employ any other means of payment, including payment by means of a relevant system, for any dividend payable on any shares in the Company which is normally paid in that manner on those shares if in respect of at least two consecutive dividends payable on those shares the cheques, warrants or other financial instruments have been returned undelivered or remain uncashed or that means of payment has failed. In addition, the Company may cease to send any cheque, warrant or other financial instrument through the post or may cease to employ any other means of payment if, in respect of one dividend payable on those shares, the cheque, warrant or other financial instrument has been returned undelivered or remains uncashed or that means of payment has failed and reasonable enquiries have failed to establish any new address or account of the registered holder. Subject to the provisions of these presents, the Company may recommence sending cheques, warrants or other financial instruments or employing such other means in respect of dividends payable on those shares if the holder or person entitled to transmission requests such recommencement in writing. All monies represented by cheques, warrants or other financial instruments or means of payment not sent or employed under this paragraph (C) shall be deemed to be unclaimed dividends or monies and the provisions of Articles 48 and 140 shall apply thereto.

(D).	Currency of payment

	Subject to the provisions of these presents and to the rights attaching to or the terms of issue of any shares, any dividends or other monies on or in respect of a share may be paid in such currency on the basis of the Applicable Exchange Rate as the Directors may think fit or otherwise determine.

145.	Receipts where joint holders

	If two or more persons are registered as joint holders of any share, or are entitled jointly to a share in consequence of the death or bankruptcy of the holder, any one of them may give effectual receipts for any dividend or other monies payable or property distributable on or in respect of the share.

RECORD DATE

146.	Record date

	Notwithstanding any other provision of these presents but without prejudice to the rights attached to any shares and subject to the Statutes, the Company or the Directors may by resolution specify any date (the "record date") as the date at the close of business (or such other time as the Directors may determine) on which persons registered as the holders of shares or other securities shall be entitled to receipt of any dividend, distribution, interest, allotment, issue, notice, information, document or circular and such record date may be on or at any time before the date on which the same is paid or made or (in the case of any dividend, distribution, interest, allotment or issue) at any time after the same is recommended, resolved, declared or announced

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but without prejudice to the rights inter se in respect of the same of transferors and transferees of any such shares or other securities.

RESERVES

147(A). Reserves

	The Directors may from time to time subject to the rights attaching to any share set aside out of the profits of the Company and carry to reserve such sums in such currencies as they think proper which, at the discretion of the Directors, shall be applicable for any purpose to which the profits of the Company may properly be applied and pending such application may either be employed in the business of the Company or be invested. The Directors may divide the reserve into such special funds denominated in such currencies as they think fit, and may consolidate into one fund denominated in such currencies as they think fit any special funds or any parts of any special funds into which the reserve may have been divided. The Directors may also without placing the same to reserve carry forward any profits. In carrying sums to reserve and in applying the same the Directors shall comply with the provisions of the Statutes and these presents.

(B).	Limitation on carrying sums to reserve

	Notwithstanding the provisions of paragraph (A) of this Article:-

	(i)	unless the Directors shall determine in relation to any New Preference Shares prior to the allotment thereof that this paragraph (B)(i) shall not apply thereto the Directors shall not set aside out of profits and carry to any reserve fund referred to in paragraph (A), or carry forward in the manner described in paragraph (A), any sum then required for the payment of dividend payable on any New Preference Shares which may be properly applied for that purpose; and

	(ii)	if at any time there shall be insufficient profits standing to the credit of the profit and loss account (or any other of the Company's accounts or reserves) and available for distribution for the payment of any such dividend referred to in paragraph (B) (i) above, the Directors shall (subject to the Statutes) withdraw from any such reserve fund referred to in paragraph (A) such sum (calculated at the Applicable Exchange Rate) as may be required for payment of any such dividend (and so that the Directors shall not require the consent of the Company in General Meeting to such withdrawal). Subject to the Statutes, any sum so withdrawn (and any profits previously carried forward pursuant to paragraph (A) subsequently required for the payment of any such dividend) may be applied in or towards payment of such dividend.

(C).	Different currencies

	Any consolidation of or any credit to, debit from or other transfer between reserves denominated in different currencies shall be effected at the Applicable Exchange Rate.

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CAPITALISATION OF PROFITS AND RESERVES

148.	Power to capitalise profits

148(A)	Subject to the Statutes and to the rights attaching to any share, the Company may upon the recommendation of the Directors by Ordinary Resolution and subject as hereinafter provided, resolve to capitalise any part of the undivided profits of the Company (whether or not the same are available for distribution) or any part of any sum standing to the credit of any of the Company's reserves (including Share Premium Account and Capital Redemption Reserve), provided that such sum be not required for paying the dividends on any shares carrying a fixed cumulative preferential dividend, and authorise the Directors to appropriate the profits or sum resolved to be capitalised either in accordance with the rights attaching to any share or to the Ordinary Shareholders in the proportions in which such profits or sum would have been divisible amongst them had the same been applied or been applicable in paying a dividend on the Ordinary Shares and to apply such profits or sum on their behalf either in or towards paying up the amounts (if any) for the time being unpaid on any shares held by them respectively, or in paying up in full unissued shares or debentures or other securities or obligations of the Company of a nominal amount equal to such profits or sum, such shares or debentures or other securities or obligations to be allotted and distributed credited as fully paid up to and amongst them in the proportion aforesaid, or partly in one way and partly in the other:

	Provided that any Share Premium Account and Capital Redemption Reserve and any profits which are not available for distribution may only be applied hereunder in the paying up of unissued shares to be allotted as fully paid.

148(B)	In addition and without limiting the generality of paragraph (A) of this Article, the Directors may at any time without any resolution of the shareholders capitalise any profit or reserve which may be capitalised pursuant to paragraph (A) of this Article and which is required to be capitalised to enable the Company to allot and issue fully paid shares to the holders of convertible securities pursuant to the rights of conversion conferred upon such holders and in any such case the Directors shall apply any sum so capitalised in paying up and issuing to such holders such number of shares of such nominal amounts and conferring such rights and being subject to such restrictions as shall be required to enable the Company to comply with its obligations.

149(A). Procedure for capitalisation

	Whenever such a resolution as aforesaid shall have been passed the Directors shall make all appropriations and applications of the profits or sum resolved to be capitalised thereby and all allotments and issues of fully paid shares or debentures or other securities (if any) and generally shall do all acts and things required to give effect thereto, with full power to the Directors to make such provisions as they think fit for the case of shares or debentures or other securities becoming distributable in fractions (including provisions whereby any fractional entitlements which would arise on the basis aforesaid are disregarded or the benefit thereof accrues to the Company rather than to the members concerned) and also to authorise any person to enter on behalf of all the members interested into an agreement with the Company providing

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	for any such capitalisation and for matters incidental thereto and any agreement made under such authority shall be effective and binding on all concerned.

(B).	Power to capitalise on adjustment of subscription price in an employees' share scheme

	Notwithstanding any other provisions contained in these presents, if an adjustment is made to the subscription price payable by an option holder under any employees' share scheme which results in the adjusted price per share payable on the exercise of an option in respect of an Ordinary Share being less than the nominal value of such Ordinary Share (the "adjusted price"), the Directors may capitalise all or part of the Company's reserves available for distribution (excluding any Share Premium Account, Capital Redemption Reserve or other undistributable reserve), upon the issue of any Ordinary Share in respect of and following the exercise of the relevant option (the "new share"). The amount to be so capitalised shall be equal to the difference between the adjusted price and the nominal value of the new share. The Directors shall apply such amount in paying up in full the balance payable on the new share. The Directors may take such steps as they consider necessary to ensure that the Company has sufficient reserves available for such application. No further authority of the Company in General Meeting is required.

MINUTES AND BOOKS

150.	Keeping of minutes and books

	The Directors shall cause Minutes to be made in books to be provided for the purpose:-

	(A)	Of the names of the Directors or their alternates and any other persons present at each meeting of Directors and of any committee formed under Article 118.

	(B)	Of all resolutions and proceedings at all meetings of the Company and of any class of members of the Company and of the Directors and of committees formed under Article 118.

	Any such Minute shall be conclusive evidence of any such proceedings if it purports to be signed by the chairman of the meeting at which the proceedings were had, or by the chairman of the next succeeding meeting.

151.	Safeguarding of minutes and books

	Any register, index, minute book, book of account or other book required by these presents or the Statutes to be kept by or on behalf of the Company may be kept either by making entries in bound books or by recording them in any other manner. In any case in which bound books are not used, the Directors shall take adequate precautions for guarding against falsification and for facilitating its discovery.

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ACCOUNTS

152.	Right to inspect accounts

	Accounting records sufficient to show and explain the Company's transactions and otherwise complying with the Statutes shall be kept at the Office, or, subject to the Statutes, at such other place or places as the Directors think fit, and shall always be open to the inspection of the Directors. No member (other than a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by statute or ordered by a court of competent jurisdiction or authorised by the Directors.

153.	Preparation and laying of accounts

	The Directors shall from time to time in accordance with the provisions of the Statutes cause to be prepared and to be laid before a General Meeting of the Company such profit and loss accounts, balance sheets, group accounts (if any) and reports as may be necessary.

154.	Accounts to be sent to members

	A copy of every balance sheet and profit and loss account which is to be laid before a General Meeting of the Company (including every document required by law to be attached or annexed thereto) and of the Directors' and Auditors' reports or (where permitted by the Statutes and/or any applicable regulations and if the Directors so resolve from time to time) a copy of a summary financial statement instead of such balance sheet, profit and loss account and reports shall, not less than twenty one days before the date of the meeting, be sent to every member of, and every holder of debentures of, the Company and to every other person who is entitled to receive notices of meetings from the Company under the provisions of the Statutes or of these presents; Provided that this Article shall not require a copy of these documents to be sent to more than one of joint holders or to any person who is not entitled to receive notices of meetings and of whose address the Company is not aware, but any member or holder of debentures to whom a copy of these documents has not been sent shall be entitled to receive a copy free of charge on application at the Office. Whenever listing or quotation on any stock exchange for all or any of the shares or debentures or other securities of the Company shall for the time being be in force, there shall be forwarded to the appropriate officer of such stock exchange such number of copies of such documents and/or statements as may for the time being be required under its regulations or practice.

	Reference in this Article (other than in the immediately preceding sentence) to copies of the above-mentioned documents and/or statements being sent to any person include (without prejudice to any other provision of these presents) references to copies of such documents and/or statements being sent, or treated as sent, to such person in electronic form or by means of a website in accordance with the company communication provisions, and the provisions of section 430 of the 2006 Act shall apply in respect of the making available of annual accounts and reports on a website.

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AUDITORS

155.	Validity of acts of auditors

	Subject to the provisions of the Statutes, all acts done by any person acting as an Auditor shall, as regards all persons dealing in good faith with the Company, be valid, notwithstanding that there was some defect in his appointment or that he was at the time of his appointment not qualified for appointment or subsequently became disqualified.

156.	Rights of auditors

	The Auditor shall be entitled to attend any General Meeting and to receive all notices of and other communications relating to any General Meeting which any member is entitled to receive, and to be heard at any General Meeting on any part of the business of the meeting which concerns him as Auditor. Notwithstanding the references to notice in writing in Article 56, notice of General Meetings may be given to the Auditors in electronic form.

NOTICES

157.	Notices to be in writing

	Any notice to be given to or by any person pursuant to these presents shall, unless otherwise provided in these presents, be in writing or be given in electronic form to an address for the time being notified for that purpose to the person giving the notice.

158(A). Service of notices

	Any notice or document (including a share certificate) may be served on or delivered to any member by the Company either personally or by sending it through the post in a prepaid cover addressed to such member at his registered address, or (if he has no registered address within the United Kingdom) to the address, if any, within the United Kingdom supplied by him to the Company as his address for the service of notices, or by delivering it to such address addressed as aforesaid or, in respect of any shareholder, in accordance with any of the rights attaching to his shares for the time being, or by means of a relevant system, or by sending it in electronic form to an address for the time being notified to the Company by the member, or in accordance with any other arrangements approved by the member concerned (which may consist of the Company placing such notice or document on a website and sending the member concerned notification of the notice or document on the web site in lieu of sending the notice or document). In the case of a member registered on a branch register any such notice or document may be posted either in the United Kingdom or in the territory in which such branch register is maintained.

(B).	When notice deemed served

	Where a notice or other document is served or sent by post, service or delivery shall be deemed to be effected at the expiration of twenty-four hours (or where second-class

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	mail is employed, forty-eight hours) after the time when the cover containing the same is posted and in proving such service or delivery it shall be sufficient to prove that such cover was properly addressed, stamped and posted. Any notice or documents not sent by post but left by the Company at a registered address shall be deemed to have been served or delivered on the day it was so left. Any notice served or delivered by the Company by means of a relevant system shall be deemed to have been served or delivered when the Company or any sponsoring system participant acting on its behalf sends the issuer-instruction relating to the notice. Any notice or document sent in electronic form shall be deemed to be served or delivered at the expiration of forty-eight hours after the time it was sent, and in proving such service or delivery, proof that a notice or document in electronic form was sent in accordance with guidance issued by the Institute of Chartered Secretaries and Administrators shall be conclusive evidence that the notice or document was served or delivered. Any notice or document served or delivered by the Company by any other means authorised by the member concerned shall be deemed to have been served when the Company has carried out the action it has been authorised to take for that purpose.

(C).	Record Date for Service

	Any notice or document may be served or delivered by the Company by reference to the Register of Members as it stands at any time not more than 15 days before the date of service or delivery. No change in the register after that time shall invalidate that service or delivery. Where any notice or document is served on or delivered to any person in respect of a share in accordance with these presents, no person deriving any title or interest in that share shall be entitled to any further service or delivery of that notice or document.

159.	Notice to joint holders

	In respect of joint holdings all notices shall be given to that one of the joint holders whose name stands first in the Register of Members and notice so given shall be sufficient notice to all the joint holders in their capacity as such. For such purposes a joint holder having no registered address in the United Kingdom and not having supplied an address within the United Kingdom for the service of notices shall be disregarded.

160.	Notice to persons entitled by transmission

	A person entitled to a share in consequence of the death or bankruptcy of a member or otherwise by operation of law upon such evidence being produced as may from time to time properly be required by the Directors and upon supplying an address within the United Kingdom for the service of notices, shall be entitled to have served upon or delivered to him at such address any notice or document to which the member would have been entitled, and such service or delivery shall for all purposes be deemed a sufficient service or delivery of such notice or document on all persons interested (whether jointly with or as claiming through or under him) in the share. Save as aforesaid any notice or document delivered or sent by post to or left at the registered address of any member in pursuance of these presents shall, notwithstanding that such member be then dead or bankrupt or in liquidation, and whether or not the Company

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	have notice of his death or bankruptcy or liquidation be deemed to have been duly served or delivered in respect of any share registered in the name of such member as sole or joint holder.

161.	Untraced members

	A member who (having no registered address within the United Kingdom) has not supplied to the Company an address within the United Kingdom for the service of notices shall not be entitled to receive notices from the Company. If on three consecutive occasions notices have been sent through the post to any member at his registered address or his address for the service of notices but have been returned undelivered, or if, after any one such occasion, the Directors or any committee authorised by the Directors in that behalf are of the opinion, after the making of all reasonable enquiries, that any further notices to such member would, if sent as aforesaid, likewise be returned undelivered, such member shall not thereafter be entitled to receive notices from the Company until he shall have communicated with the Company and supplied in writing to the Transfer Office a new registered address or address within the United Kingdom for the service of notices.

162.	Signature

	The signature of any notice required to be given by the Company, and given in writing, may be typed or printed or otherwise written.

163.	Advertisement of notices

	Any notice required to be given by the Company to the members or any of them, and not expressly provided for by or pursuant to these presents, shall be sufficiently given if given by advertisement inserted once in at least one leading Scottish newspaper and one newspaper with a national circulation in the United Kingdom.

164.	Notice during disruption of postal services

	If at any time by reason of the suspension or curtailment of postal services within the United Kingdom the Company is unable effectively to convene a General Meeting by notices sent through the post, a General Meeting may be convened by a notice advertised in at least one newspaper with a national circulation in the United Kingdom and one leading Scottish newspaper published on the same date and such notice shall be deemed to have been duly served on all members entitled thereto at noon on the day when the advertisement appears. In any such case the Company shall send confirmatory copies of the notice by post if at least six clear days prior to the meeting the posting of notices to addresses throughout the United Kingdom again becomes practicable.

165.	Notice to warrant holders

	The holders of share warrants shall not, unless otherwise expressed therein, be entitled in respect thereof to receive notices from the Company.

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166.	Statutory requirements

	Nothing in any of the preceding nine Articles shall affect any requirement of the Statutes that any particular offer, notice or other document be served in any particular manner.

	Nothing in any of the preceding nine Articles shall prevent or restrict the Company using any method of sending, or giving access to, any particular offer, notice or other document which the Statutes or any other provision of these presents permits or enables the Company to use.

	Without prejudice to any other means of communication, and notwithstanding any other provision of these presents, the Company may send or supply any document or information that is required or authorised to be sent or supplied to a member or any other person by the Company by a provision of the Statutes, or pursuant to these presents or to any other rules or regulations to which the Company may be subject, by making it available on a website. The provisions of the company communications provisions which apply to sending or supplying a document or information required or authorised to be sent or supplied by a provision of the Statutes by making it available on a website shall also apply, with any necessary changes, to sending or supplying any document or information required or authorised to be sent by these presents or any other rules or regulations to which the Company may be subject by making it available on a website.

WINDING UP

167.	Liquidator may distribute in specie

	If the Company shall be wound up (whether the liquidation is voluntary, under supervision, or by the Court) the Liquidator may, with the authority of a Special Resolution, divide among the members in specie or kind the whole or any part of the assets of the Company and whether or not the assets shall consist of property of one kind or shall consist of properties of different kinds, and may for such purpose set such value as he deems fair upon any one or more class or classes of property and may determine how such division shall be carried out as between the members or different classes of members. The Liquidator may, with the like authority, vest any part of the assets in trustees upon such trusts for the benefit of members as the Liquidator with the like authority shall think fit, and the liquidation of the Company may be closed and the Company dissolved, but so that no contributory shall be compelled to accept any shares or other property in respect of which there is a liability.

PROVISION FOR EMPLOYEES

168.	Provision for employees

	The Directors may by resolution exercise any power conferred by the Statutes to make provision for the benefit of persons employed or formerly employed by the Company or any of its subsidiaries in connection with the cessation or the transfer to any person of the whole or part of the undertaking of the Company or that subsidiary.

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INDEMNITY

169.

Indemnity

	(A)	Subject to the provisions of the 2006 Act, but without prejudice to any indemnity to which the person concerned may otherwise be entitled, every Director or other officer of the Company (including, but only if the Directors so determine, any person (whether an officer or not) engaged by the Company as auditor) shall be entitled to be indemnified out of the assets of the Company against (a) any liability incurred by him for negligence, default, breach of duty or breach of trust in relation to the affairs of the Company, (b) any liability incurred by him in connection with the Company's activities as a trustee of an occupational pension scheme (as defined in section 235(6) of the 2006 Act), or (c) any other liability incurred by him in relation to the Company or its affairs, provided that this Article 169(A) shall be deemed not to provide for, or entitle any such person to, indemnification to the extent that it would cause this Article 169(A), or any element of it, to be treated as void under the 2006 Act or otherwise under the Statutes.

	(B)	Without prejudice to paragraph (A) above or to any indemnity to which a Director may otherwise be entitled, to the extent permitted by the Statutes and otherwise upon such terms and subject to such conditions as the Directors may in their absolute discretion think fit, the Directors shall have power to make arrangements to provide a Director with funds to meet expenditure incurred or to be incurred by him:

	(i)	in defending any criminal or civil proceedings or in connection with any alleged negligence, default, breach of duty or breach of trust by him in relation to the Company or any associated company;

	(ii)	in defending himself in an investigation by a regulatory authority, or against action proposed to be taken by a regulatory authority, in connection with any such alleged negligence, default, breach of duty or breach of trust as foresaid; or

	(iii)	in connection with any application referred to in section 205(5) of the 2006 Act,

		or to enable a Director to avoid incurring such expenditure.

	(C)	In paragraph (A) above, “liability” includes costs, charges, losses and expenses. For the purposes of paragraph (B) above, “associated company” shall be construed in accordance with Section 256 of the 2006 Act.

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SCHEDULE 1

Non-cumulative Euro Preference Shares

1.	The Non-cumulative Euro Preference Shares are New Preference Shares. They shall rank after the Cumulative Preference Shares to the extent specified in Article 4 and this Schedule 1, and shall rank pari passu inter se and (save as aforesaid) with the Cumulative Preference Shares and with all other New Preference Shares. They shall confer the rights and be subject to the restrictions set out in this Schedule 1 and shall also confer such further rights as may be attached by the Directors to such shares in accordance with this Schedule 1 prior to allotment. Whenever the Directors have power under this Schedule 1 to determine any of the rights attached to any of the Non-cumulative Euro Preference Shares, the rights so determined need not be the same as those attached to the Non-cumulative Euro Preference Shares then allotted or in issue. The Non-cumulative Euro Preference Shares may be issued in one or more separate series, and each series shall be identified in such manner as the Directors may determine without any such determination or identification requiring any alteration to these presents.

2.	Each Non-cumulative Euro Preference Share shall confer the following rights as to participation in the profits and assets of the Company, receipt of notices, attendance and voting at meetings and redemption:—

2.1	Income

	The right (subject to the provisions of paragraph 2.2, if applicable) to a non-cumulative preferential dividend not exceeding a specified amount payable in Euro at such rate on such dates (each a “dividend payment date”) in respect of such periods (each a “dividend period”) and on such other terms and conditions as may be determined by the Directors prior to allotment thereof. References in these presents to a “dividend” on the Non-cumulative Euro Preference Shares include a reference to each dividend in respect of each dividend period applicable thereto and references in this Schedule 1 to dividend payment dates and dividend periods are to dividend payment dates and dividend periods in respect of the Non-cumulative Euro Preference Shares only. Such dividends shall be paid in priority to the payment of any dividends on the Ordinary Shares. The Non-cumulative Euro Preference Shares shall rank for dividend after the Cumulative Preference Shares, pari passu with the Non-cumulative Sterling Preference Shares, the Non-cumulative Dollar Preference Shares, the Category II Non-cumulative Dollar Preference Shares and all other New Preference Shares expressed to rank pari passu therewith as regards participation in profits and otherwise in priority to any other share capital in the Company.

2.2	Further provisions as to income

	All or any of the following provisions shall apply in relation to any particular Non-cumulative Euro Preference Shares if so determined by the Directors prior to allotment thereof:—

(i)

if, in the opinion of the Directors, the distributable profits of the Company are sufficient to cover the payment in full of dividends on the Non-cumulative Euro Preference Shares on any dividend payment date and also the payment in full of all other dividends stated to be payable on such date on any other New Preference Share expressed to rank pari passu therewith as regards participation in profits, after payment in full, or the setting aside of a sum to cover the payment in full, of all

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		dividends stated to be payable on such date on any Cumulative Preference Share, then each such dividend shall be declared and paid in full;

	(ii)	if, in the opinion of the Directors, the distributable profits of the Company are insufficient to cover the payment in full of dividends on the Non-cumulative Euro Preference Shares on any dividend payment date and also the payment in full of all other dividends stated to be payable on such date on any other New Preference Share expressed to rank pari passu therewith as regards participation in profits, after payment in full, or the setting aside of a sum to cover the payment in full, of all dividends stated to be payable on or before such date on any Cumulative Preference Share, then dividends shall be declared by the Directors pro rata for the Non-cumulative Euro Preference Shares and such other New Preference Shares to the extent of the available distributable profits (if any) to the intent that the amount of dividend declared per share on each such Non-cumulative Euro Preference Share and other New Preference Share will bear to each other the same ratio as the dividends accrued per share on each such Non-cumulative Euro Preference Share and other New Preference Share bear to each other. If it shall subsequently appear that any such dividend which has been paid should not, in accordance with the provisions of this sub-paragraph, have been so paid, then provided the Directors shall have acted in good faith, they shall not incur any liability for any loss which any shareholder may suffer in consequence of such payment having been made;

	(iii)	if in the opinion of the Directors, the payment of any dividend on any Non-cumulative Euro Preference Shares would breach or cause a breach of the capital adequacy requirements of the Financial Services Authority (or any person or body to whom the banking supervision functions of the Financial Services Authority are transferred) applicable to the Company and/or any of its subsidiaries, then none of such dividend shall be declared or paid;

	(iv)	subject to sub-paragraph (v) below, the Non-cumulative Euro Preference Shares shall carry no further right to participate in the profits of the Company and if and to the extent that any dividend or part thereof is on any occasion not paid for the reasons described in sub-paragraph (ii) or (iii) above, the holders of such shares shall have no claim in respect of such non-payment;

	(v)	if any dividend or part thereof on any Non-cumulative Euro Preference Share is not payable for the reasons specified in sub-paragraphs (ii) or (iii) above and if they so resolve, the Directors may, subject to the Statutes, pay a special non-cumulative preferential dividend on the Non-cumulative Euro Preference Shares at a rate not exceeding €0.01 per share (but so that reference elsewhere in this Schedule 1 and in these presents to any dividend payable on any Non-cumulative Euro Preference Shares shall not be treated as including a reference to any such special dividend);

	(vi)	if any date on which dividends are payable on Non-cumulative Euro Preference Shares is not a day on which TARGET is operating and on which banks in London are open for business, and on which foreign exchange dealings may be conducted in Euro (“a Euro Business Day”), then payment of the dividend payable on such date will be made on the succeeding Euro Business Day and without any interest or other payment in respect of such delay unless such day shall fall within the next calendar month whereupon such payment will be made on the preceding Euro Business Day; for these purposes “TARGET” means the Trans-European Real-Time Gross Settlement Express Transfer (TARGET) system;

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	(vii)	dividends payable on Non-cumulative Euro Preference Shares shall accrue from and to the dates determined by the Directors prior to allotment thereof, and the amount of dividend payable in respect of any period shorter than a full dividend period will be calculated on the basis of twelve 30 day months, a 360 day year and the actual number of days elapsed in such period;

	(viii)	if any dividend stated to be payable on the Non-cumulative Euro Preference Shares on the most recent dividend payment date has not been declared and paid in full, or if a sum has not been set aside to provide for such payment in full, no dividends may be declared on any other share capital of the Company (other than the Cumulative Preference Shares), and no sum may be set aside for the payment thereof, unless, on the date of declaration relative to any such payment, an amount equal to the dividend stated to be payable on the Non-cumulative Euro Preference Shares in respect of the then current dividend period is set aside for the payment in full of such dividend on the dividend payment date relating to the then current dividend period; and

	(ix)	if any dividend stated to be payable on the Non-cumulative Euro Preference Shares on any dividend payment date has not been declared and paid in full, or if a sum has not been set aside to provide for such payment in full, the Company may not redeem or purchase or otherwise acquire for any consideration any other share capital of the Company, and may not set aside any sum nor establish any sinking fund for the redemption or purchase or other such acquisition thereof, until such time as dividends stated to be payable on the Non-cumulative Euro Preference Shares in respect of successive dividend periods together aggregating no less than twelve months shall thereafter have been declared and paid in full.

2.2A	Abrogation of entitlement to dividend

	In relation to any particular Non-Cumulative Euro Preference Shares allotted on or after the date of passing of resolution 17 set out in Appendix 2 to the circular letter to shareholders dated 15th March 2004, all of the following provisions shall apply if (but only if) the Directors so determine prior to allotment thereof:

	(i)	the Directors may, in their sole and absolute discretion, resolve prior to any dividend payment date that the dividend on such Non-cumulative Euro Preference Shares, or part thereof, shall not be paid on that dividend payment date. If the Directors resolve as aforesaid, then none or (as the case may be) part only of the dividend shall not be declared and/or paid. The Directors shall be bound to give their reasons for exercising their discretion under this sub-paragraph, and the Directors may exercise their discretion in respect of a dividend notwithstanding the previous setting aside of a sum to provide for payment of that dividend;

	(ii)	to the extent that any dividend or part of a dividend on any Non-cumulative Euro Preference Shares is, on any occasion, not paid by reason of the exercise of the Directors' discretion pursuant to sub-paragraph (i) above, the holders of such shares shall have no claim in respect of such non-payment;

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(iii)

if any dividend or part of a dividend on any Non-cumulative Euro Preference Shares has, on any occasion, not been paid by reason of the exercise of the Directors' discretion under sub-paragraph (i) above:

	(1)	the provisions of sub-paragraphs (viii) and (ix) of paragraph 2.2 shall not apply in respect of such non-payment;

	(2)	such non-payment shall not prevent or restrict (a) the declaration and payment of dividends on any other Non-cumulative Euro Preference Shares, or on any preference share capital of the Company expressed to rank pari passu with the Non-cumulative Euro Preference Shares, (b) the setting aside of sums for the payment of such dividends, (c) (subject to (4) below) the redemption, purchase or other acquisition of shares in the Company by the Company, or (d) (subject to (4) below) the setting aside of sums, or the establishment of sinking funds, for any such redemption, purchase or other acquisition by the Company;

	(3)	no dividend may be declared or paid on any share capital ranking after the Non-cumulative Euro Preference Shares as regards participation in profits (including the Ordinary Shares) until such time as the dividend stated to be payable on the Non-cumulative Euro Preference Shares to which the non-payment relates in respect of a dividend period has thereafter been declared and paid in full; and

	(4)	the Company may not redeem or purchase or otherwise acquire for any consideration any share capital ranking after the Non-cumulative Euro Preference Shares, and may not set aside any sum nor establish any sinking fund for the redemption, purchase or other such acquisition thereof, until such time as dividends stated to be payable on the Non-cumulative Euro Preference Shares to which the non-payment relates in respect of successive dividend periods together aggregating no less than twelve months shall thereafter have been declared and paid in full;

	(iv)	if there is any conflict between the provisions of this paragraph 2.2A, as they apply to any Non-cumulative Euro Preference Shares, and any other provisions of this Schedule applying to such Non-cumulative Euro Preference Shares, the provisions of this paragraph 2.2A shall prevail. In paragraph 2.1, the words ", and subject to the provisions of paragraph 2.2A, if applicable" shall be deemed to be inserted after "if applicable" in the first sentence, and in paragraph 2.2 the words "(subject to the provisions of paragraph 2.2A, if applicable)" shall be deemed to be inserted after "such dividend shall" in sub-paragraph (i) and after "dividends shall" in sub-paragraph (ii);

	(v)	in determining the sum payable on any Non-cumulative Euro Preference Shares pursuant to paragraph 2.3(i) below on a winding up or liquidation, the Directors' discretion under sub-paragraph (i) above shall be disregarded save in so far as such discretion was actually exercised prior to the making of the determination;

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	(vi)	in calculating any Relevant Redemption Premium payable in respect of any Non-cumulative Euro Preference Shares pursuant to paragraph 2.6(ii)(B) below, the components "A" and "C" in the formulae for such calculation shall be determined on the assumption that there shall be no exercise by the Directors of their discretion under sub-paragraph (i) above and in respect of such Non-cumulative Euro Preference Shares; and

	(vii)	for the avoidance of doubt, no series of Non-cumulative Euro Preference Shares shall be treated as ranking after any other New Preference Shares with which it is expressed to rank pari passu as regards participating in profits, by reason only of the provisions set out in this paragraph 2.2A being included in the terms of issue applicable to that series, or any dividend on that series not being paid by virtue of this paragraph 2.2A.

2.3	Capital

	The right on a winding up or liquidation, voluntary or otherwise other than (unless otherwise provided by the terms of issue of such share) a redemption or purchase by the Company of any shares of any class to receive in Euro out of the surplus assets of the Company available for distribution amongst the members:—

(i)

after payment of the arrears (if any) of the fixed cumulative preferential dividends stated to be payable on the Cumulative Preference Shares to the holders thereof in accordance with Article 4(B) FIRSTLY and pari passu with the holders of any other New Preference Shares expressed to rank pari passu therewith as regards participation in profits and in priority to the holders of the Ordinary Shares of the Company a sum equal to:—

	(A)	the amount of any dividend which is due for payment after the date of commencement of the winding up or liquidation but which is payable in respect of a period ending on or before such date; and

	(B)	any further amount of dividend payable in respect of the period from the preceding dividend payment date to the date of payment in accordance with this sub-paragraph (i);

		but only to the extent that any such amount or further amount was, or would have been payable as a dividend in accordance with or pursuant to this Schedule 1 (other than pursuant to this provision); and

	(ii)	subject thereto, pari passu with the holders of the Cumulative Preference Shares and any other New Preference Shares expressed to rank pari passu therewith as regards participation in surplus assets in priority to the holders of the Ordinary Shares of the Company, a sum equal to the amount paid up or credited as paid up on the Non-cumulative Euro Preference Shares (including any premium paid to the Company in respect thereof on issue).

If upon any such winding-up or liquidation, the amounts available for payment are insufficient to cover the amounts payable in full on the Cumulative Preference Shares, the Non-cumulative Euro Preference Shares and on any other New Preference Shares expressed to rank pari passu therewith as regards participation in surplus assets, then the holders of the Cumulative Preference Shares, the Non-cumulative Euro Preference Shares and such other

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	New Preference Shares will share rateably in the distribution of surplus assets (if any) in proportion to the full respective preferential amounts to which they are entitled. No Non-cumulative Euro Preference Share shall confer any right to participate in the surplus assets of the Company other than that set out in this paragraph 2.3.

2.4	Receipt of Notices

	The right to have sent to the holder of each Non-cumulative Euro Preference Share (at the same time as the same are sent to the holders of Ordinary Shares) a copy of the Company’s Annual Report and Accounts and Interim Financial Statement together with notice of any General Meeting of the Company at which such holder is entitled to attend and vote.

2.5	Attendance and Voting at Meetings

	The right to attend at a General Meeting of the Company and to speak to or vote upon any Resolution proposed thereat in the following circumstances:—

	(i)	in respect of a Resolution which is to be proposed at the Meeting either varying or abrogating any of the rights attached to the Non-cumulative Euro Preference Shares or proposing the winding up of the Company (and then in each such case only to speak to and vote upon any such Resolution);

	(ii)	in circumstances where the dividend stated to be payable on the Non-cumulative Euro Preference Shares in respect of such number of dividend periods as the Directors shall determine prior to allotment thereof has not been declared and paid in full, and until such date as the Directors shall likewise determine; and

	(iii)	in such other circumstances as the Directors may determine prior to allotment of the Non-cumulative Euro Preference Shares,

	but not otherwise, together with the right, in such circumstances and on such terms, if any, as the Directors may determine prior to allotment of the Non-cumulative Euro Preference Shares, to seek to requisition a General Meeting of the Company. Whenever holders of Non-cumulative Euro Preference Shares are so entitled to vote on a Resolution, on a show of hands every such holder who is present in person, and every proxy present who has been duly appointed by any such holder, shall have one vote and, on a poll, every such holder who is present in person or by proxy shall have such number of votes for each Non-cumulative Euro Preference Share held as may be determined by the Directors prior to allotment of such Non-cumulative Euro Preference Shares.

2.6	Redemption

	(i)	Unless the Directors shall, prior to the allotment of any series of Non-cumulative Euro Preference Shares, determine that such series shall be non-redeemable, each series of Non-cumulative Euro Preference Shares shall, subject to the provisions of the Statutes, be redeemable at the option of the Company in accordance with the following provisions.

	(ii)	In the case of any series of Non-cumulative Euro Preference Shares which are to be so redeemable:—

(A)

the Company may, subject thereto, redeem on any Redemption Date (as hereinafter defined) all or some only of the Non-cumulative Euro Preference

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		Shares by giving to the holders of the Non-cumulative Euro Preference Shares to be redeemed not less than 30 days’ nor more than 60 days’ prior notice in writing (a “Notice of Redemption”) of the relevant Redemption Date. “Redemption Date” means, in relation to a Non-cumulative Euro Preference Share, any date which falls no earlier than five years and one day (or such longer period (if any) as may be fixed by the Directors prior to allotment of such Share) after the date of allotment of the Non-cumulative Euro Preference Share to be redeemed;

	(B)	there shall be paid on each Non-cumulative Euro Preference Share so redeemed, in Euro, the aggregate of the nominal amount thereof together with any premium paid on issue together with, where applicable, the Relevant Redemption Premium (defined below) and together with arrears (if any) of dividends thereon (whether earned or declared or not) in respect of the period from the dividend payment date last preceding the Redemption Date to the Redemption Date. “Relevant Redemption Premium” means an amount calculated in accordance with such one (if any) of the following three formulae as applied in relation to a Redemption Date notified under sub-paragraph (A) above which falls within the period of twelve months commencing on the date following the fifth, sixth, seventh, eighth or ninth anniversary of the relevant date of allotment (“the Relevant Date”), as the case may be, as may be determined by the Directors prior to the Relevant Date. The formula for calculation of the Relevant Redemption Premium shall be:—

(a)

A x B

	where:—

	“A” is the amount of dividend excluding any associated tax credit (not expressed as a percentage) calculated at the date of allotment to which the holder of the Non-cumulative Euro Preference Share to be redeemed would become entitled in respect of the twelve months following allotment by virtue of the terms of issue thereof on the assumption that such amount of dividend had accrued on the Non-cumulative Euro Preference Share during such period and was payable at the end of such period and on the further assumption that there shall be no change in the associated tax credit affecting the amount of dividend payable in respect of such period; and “B” in relation to a Redemption Date falling within the period of twelve months commencing on the day following the fifth anniversary of the Relevant Date, is 66.66 per cent., or in relation to a Redemption Date falling within the period of twelve months commencing on the day following the sixth anniversary of the Relevant Date, is 53.33 per cent., or

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in relation to a Redemption Date falling within the period of twelve months commencing on the day following the seventh anniversary of the Relevant Date, is 40 per cent.,

in relation to a Redemption Date falling within the period of twelve months commencing on the day following the eighth anniversary of the Relevant Date, is 26.66 per cent.,

in relation to a Redemption Date falling within the period of twelve months commencing on the day following the ninth anniversary of the Relevant Date is 13.33 per cent.; or

(b)

C x D

	where:—

	“C” is the amount of dividend excluding any associated tax credit (not expressed as a percentage) calculated at the date of allotment to which the holder of the Non-cumulative Euro Preference Share to be redeemed would become entitled in respect of the twelve months following allotment by virtue of the terms of issue thereof on the assumption that such amount of dividend had accrued on the Non-cumulative Euro Preference Share during such period and was payable at the end of such period and on the further assumption that there shall be no change in the associated tax credit affecting the amount of dividend payable in respect of such period; and “D” in relation to a Redemption Date falling within the period of twelve months commencing on the day following the fifth anniversary of the Relevant Date, is 50 per cent., or in relation to a Redemption Date falling within the period of twelve months commencing on the day following the sixth anniversary of the Relevant Date, is 40 per cent., or in relation to a Redemption Date falling within the period of twelve months commencing on the day following the seventh anniversary of the Relevant Date, is 30 per cent., or in relation to a Redemption Date falling within the period of twelve months commencing on the day following the eighth anniversary of the Relevant Date, is 20 per cent.,

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in relation to a Redemption Date falling within the period of twelve months commencing on the day following the ninth anniversary of the Relevant Date is 10 per cent.; or

(c)

E x F

	where:—

	“E” is the amount of €25; and “F” in relation to a Redemption Date falling within the period of twelve months commencing on the day following the fifth anniversary of the Relevant Date, is 33.33 per cent., or in relation to a Redemption Date falling within the period of twelve months commencing on the day following the sixth anniversary of the Relevant Date, is 26.66 per cent., or in relation to a Redemption Date falling within the period of twelve months commencing on the day following the seventh anniversary of the Relevant Date, is 20 per cent., or in relation to a Redemption Date falling within the period of twelve months commencing on the day following the eighth anniversary of the Relevant Date, is 13.33 per cent., or in relation to a Redemption Date falling within the period of twelve months commencing on the day following the ninth anniversary of the Relevant Date, is 6.66 per cent.

		No Relevant Redemption Premium shall be payable when the Redemption Date falls after the tenth anniversary of the Relevant Date. The product of any of the above formulae in respect of a Non-cumulative Euro Preference Share may, in the Directors’ discretion, be rounded down to the nearest whole Euro.

		The Directors may, in their discretion, determine in relation to any Non-cumulative Euro Preference Share, prior to the Relevant Date, that none of the above formulae shall apply, in which event no Relevant Redemption Premium shall be payable;

	(C)	in the case of a redemption of some only of the Non-cumulative Euro Preference Shares in any series, the Company shall for the purpose of

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		determining the particular Non-cumulative Euro Preference Shares to be redeemed cause a drawing to be made at the Office or such other place as the Directors may approve in the presence of the Auditors for the time being of the Company;

	(D)	any Notice of Redemption given under sub-paragraph (A) above shall specify the applicable Redemption Date, the particular Non-cumulative Euro Preference Shares to be redeemed and the redemption price (specifying the amount of the accrued and unpaid dividend per share to be included therein and stating that dividends on the Non-cumulative Euro Preference Shares to be redeemed will cease to accrue on redemption), and shall state the place or places at which documents of title in respect of such Non-cumulative Euro Preference Shares are to be presented and surrendered for redemption and payment of the redemption monies is to be effected. Upon such Redemption Date, the Company shall redeem the particular Non-cumulative Euro Preference Shares to be redeemed on that date subject to the provisions of this paragraph and of the Statutes. No defect in the Notice of Redemption or in the giving thereof shall affect the validity of the redemption proceedings;

	(E)	subject to sub-paragraph (I) below, the provisions of this and the following sub-paragraph shall have effect in relation to Non-cumulative Euro Preference Shares for the time being issued and registered in the Register of Members (“Registered Shares”) and represented by certificates (“Certificates”) and in relation to Non-cumulative Euro Preference Shares which, in accordance with Article 52 of these presents, are for the time being issued and represented by a Warrant (as defined in the said Article 52) (“Bearer Shares”). Payments in respect of the amount due on redemption of a Registered Share shall be made by Euro cheque drawn on a bank in London or upon the request of the holder or joint holders not later than the date specified for the purpose in the Notice of Redemption by transfer to a Euro account maintained by the payee with a bank in London. Such payment will be against presentation and surrender of the relative Certificate at the place or one of the places specified in the Notice of Redemption and if any Certificate so surrendered includes any Non-cumulative Euro Preference Shares not to be redeemed on the relevant Redemption Date the Company shall within fourteen days thereafter issue to the holder, free of charge, a fresh Certificate in respect of such Non-cumulative Euro Preference Shares. Payment in respect of the amount due on redemption of a Bearer Share shall be made by Euro cheque drawn on a bank in London or upon the request of the holder not later than the date specified for the purpose in the Notice of Redemption by transfer to a Euro account maintained by the payee with a bank in London. Such payments will be made against presentation and surrender of the Warrant and all unmatured dividend coupons and talons (if any) at the place or the places specified in the Notice of Redemption. Upon the relevant Redemption Date all unmatured dividend coupons and any talon for additional dividend coupons appertaining thereto (whether or not returned) shall become void and no payment will be made in respect thereof. If the Warrant so surrendered represents any Non-cumulative Euro Preference Shares not to be redeemed on the relevant Redemption Date the Company shall issue, free of charge, a fresh Warrant representing such Bearer Shares which are not to be redeemed on such Redemption Date.

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		All payments in respect of redemption monies will in all respects be subject to any applicable fiscal or other laws;

	(F)	as from the relevant Redemption Date the dividend on the Non-cumulative Euro Preference Shares due for redemption shall cease to accrue except on any such Non-cumulative Euro Preference Share in respect of which, upon the due surrender of the Certificate or, as the case may be, the Warrant and all unmatured dividend coupons and talons (if any) in respect thereof, in accordance with sub-paragraph (E) above, payment of the redemption monies due on such Redemption Date shall be improperly withheld or refused, in which case such dividend, at the rate then applicable, shall be deemed to have continued and shall accordingly continue to accrue from the relevant Redemption Date to the date of payment of such redemption monies. Such Non-cumulative Euro Preference Share shall not be treated as having been redeemed until the redemption monies in question together with the accrued dividend thereon shall have been paid;

	(G)	if the due date for the payment of the redemption monies on any Non-cumulative Euro Preference Shares is not a Euro Business Day then payment of such monies will be made on the next succeeding day which is a Euro Business Day and without any interest or other payment in respect of such delay unless such day shall fall within the next calendar month whereupon such payment will be made on the preceding Euro Business Day;

	(H)	the receipt of the holder for the time being of any Registered Share (or in the case of joint holders the receipt of any one of them) and the receipt of the person delivering any Warrant to the place or one of the places specified pursuant to sub-paragraph (D) above in respect of the monies payable on redemption on such Registered Share or, as the case may be, such Bearer Share, shall constitute an absolute discharge to the Company; and

	(I)	subject as aftermentioned, the provisions of sub-paragraphs (E) and (F) above shall have effect in relation to Registered Shares which are in uncertificated form within the meaning of the Uncertificated Securities Regulations 1995 (as in force on the date of adoption of this Schedule 1) in the same manner as they have effect in relation to Registered Shares represented by Certificates, save that (i) any provision of the said paragraphs requiring presentation and surrender of a Certificate shall be satisfied in the manner prescribed or permitted by the said Regulations (or by any enactment or subordinate legislation which amends or supersedes those Regulations) or (subject to those Regulations or such enactment or subordinate legislation) in such manner as may from time to time be prescribed by the Directors), and (ii) the Company shall not be under any obligation to issue a fresh Certificate under sub-paragraph (E).

2.7	Purchase

	Subject to the provisions of the Statutes and any other applicable laws, the Company may at any time and from time to time purchase any Non-cumulative Euro Preference Shares upon such terms as the Directors shall determine provided that, in the case of Non-cumulative Euro Preference Shares which are listed on the London Stock Exchange, the purchase price, exclusive of expenses and accrued dividends, shall not exceed (i) in the case of a purchase in the open market, or by tender (which shall be available alike to all holders of the Non-

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cumulative Euro Preference Shares), the average of the closing middle market quotations of such Non-cumulative Euro Preference Shares on the London Stock Exchange (as derived from The London Stock Exchange Daily Official List) for the last ten dealing days preceding the date of purchase or (if higher), in the case of a purchase in the open market only, the market price on the date of purchase provided that such market price is not more than 105 per cent. of such average and (ii) in the case of a purchase by private treaty, 120 per cent. of the closing middle market quotation of such Non-cumulative Euro Preference Shares on the London Stock Exchange (as derived from The London Stock Exchange Daily Official List) for the last dealing day preceding the date of purchase: but so that this proviso shall not apply to any purchase of Non-cumulative Euro Preference Shares made in the ordinary course of a business of dealing in securities.

(a)

Save with the written consent of the holders of three-quarters in nominal value of, or with the sanction of a Special Resolution passed at a separate General Meeting of the holders of, the Non-cumulative Euro Preference Shares, the Directors shall not authorise or create, or increase the amount of, any shares of any class or any security convertible into shares of any class ranking as regards rights to participate in the profits or assets of the Company (other than on a redemption or purchase by the Company of any such shares) in priority to the Non-cumulative Euro Preference Shares.

(b)

The special rights attached to any series of Non-cumulative Euro Preference Shares allotted or in issue shall not (unless otherwise provided by their terms of issue) be deemed to be varied by the creation or issue of any New Shares ranking as regards participation in the profits or assets of the Company in some or all respects pari passu with or after such Non-cumulative Euro Preference Shares. Any new shares ranking in some or all respects pari passu with such Non-cumulative Euro Preference Shares may without their creation or issue being deemed to vary the special rights attached to any Non-cumulative Euro Preference Share then in issue either carry rights identical in all respects with such Non-cumulative Euro Preference Shares or any of them or carry rights differing therefrom in any respect, including, but without prejudice to the generality of the foregoing, in that:—

	(i)	the rate or means of calculating the dividend may differ and the dividend may be cumulative or non-cumulative;

	(ii)	the New Shares or any series thereof may rank for dividend as from such date as may be provided by the terms of issue thereof and the dates for payment of dividend may differ;

	(iii)	the New Shares may be denominated in Sterling or in any Foreign Currency;

	(iv)	a premium may be payable on return of capital or there may be no such premium;

	(v)	the New Shares may be redeemable at the option of the holder or of the Company, or may be non-redeemable and if redeemable at the option of the Company, they may be redeemable at different dates and on different terms from those applying to the Non-cumulative Euro Preference Shares; and

	(vi)	the New Shares may be convertible into Ordinary Shares or any other class of shares ranking as regards participation in the profits and assets of the Company pari passu with or after such Non-cumulative Euro Preference

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Shares in each case on such terms and conditions as may be prescribed by the terms of issue thereof.

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SCHEDULE 2

PART 1

Non-cumulative Convertible Sterling Preference Shares

1.	The Non-cumulative Convertible Sterling Preference Shares are New Preference Shares. They shall rank after the Cumulative Preference Shares to the extent specified in Article 4 and this Schedule 2, and shall rank pari passu inter se and (save as aforesaid) with the Cumulative Preference Shares and with all other New Preference Shares. They shall confer the rights and be subject to the restrictions set out or referred to in this Part 1 of Schedule 2 and shall also confer such further rights (not being inconsistent with the rights set out or referred to in this Part 1) as may be attached by the Directors to such shares in accordance with this Part 1 prior to allotment. Whenever the Directors have power under this Part to determine any of the rights attached to any of the Non-cumulative Convertible Sterling Preference Shares, the rights so determined need not be the same as those attached to the Non-cumulative Convertible Sterling Preference Shares then allotted or in issue. The Non-cumulative Convertible Sterling Preference Shares may be issued in one or more separate series, and each series shall be identified in such manner as the Directors may determine without any such determination or identification requiring any alteration to these presents.

2.	Each Non-cumulative Convertible Sterling Preference Share shall confer the following rights as to participation in the profits and assets of the Company, receipt of notices, attendance and voting at meetings, redemption and conversion:

2.1	Income

	The right (subject to the provisions of paragraph 2.2, if applicable) to a non-cumulative preferential dividend not exceeding a specified amount payable in Sterling at such rate (which, in the case of any series allotted after 11th April 2001, may be fixed or variable and may be subject to recalculation at fixed intervals) on such dates (each a ‘‘dividend payment date’’) in respect of such periods (each a ‘‘dividend period’’) and on such other terms and conditions as may be determined by the Directors prior to allotment thereof. References in these presents to a ‘‘dividend’’ on the Non-cumulative Convertible Sterling Preference Shares include a reference to each dividend in respect of each dividend period applicable thereto and references in this Part of the Schedule to dividend payment dates and dividend periods are to dividend payment dates and dividend periods in respect of the Non-cumulative Convertible Sterling Preference Shares only. Such dividends shall be paid in priority to the payment of any dividends on the Ordinary Shares. The Non-cumulative Convertible Sterling Preference Shares shall rank for dividend after the Cumulative Preference Shares, pari passu with the Non-cumulative Sterling Preference Shares, the Non-cumulative Dollar Preference Shares, the Category II Non-cumulative Dollar Preference Shares, all other Convertible Preference Shares and all other New Preference Shares expressed to rank pari passu therewith as regards participation in profits and otherwise in priority to any other share capital in the Company.

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2.2	Further provisions as to income

	All or any of the following provisions shall apply in relation to any particular Non-cumulative Convertible Sterling Preference Shares if so determined by the Directors prior to allotment thereof:-

	(i)	if, in the opinion of the Directors, the distributable profits of the Company are sufficient to cover the payment in full of dividends on the Non-cumulative Convertible Sterling Preference Shares on any dividend payment date and also the payment in full of all other dividends stated to be payable on such date on any other New Preference Share expressed to rank pari passu therewith as regards participation in profits, after payment in full, or the setting aside of a sum to cover the payment in full, of all dividends stated to be payable on such date on any Cumulative Preference Share, then each such dividend shall be declared and paid in full;

	(ii)	if, in the opinion of the Directors, the distributable profits of the Company are insufficient to cover the payment in full of dividends on the Non-cumulative Convertible Sterling Preference Shares on any dividend payment date and also the payment in full of all other dividends stated to be payable on such date on any other New Preference Share expressed to rank pari passu therewith as regards participation in profits, after payment in full, or the setting aside of a sum to cover the payment in full, of all dividends stated to be payable on or before such date on any Cumulative Preference Share, then dividends shall be declared by the Directors pro rata for the Non-cumulative Convertible Sterling Preference Shares and such other New Preference Shares to the extent of the available distributable profits (if any) to the intent that the amount of dividend declared per share on each such Non-cumulative Convertible Sterling Preference Share and other New Preference Share will bear to each other the same ratio as the dividends accrued per share on each such Non-cumulative Convertible Sterling Preference Share and other New Preference Share bear to each other. If it shall subsequently appear that any such dividend which has been paid should not, in accordance with the provisions of this sub-paragraph, have been so paid, then provided the Directors shall have acted in good faith, they shall not incur any liability for any loss which any shareholder may suffer in consequence of such payment having been made;

	(iii)	if, in the opinion of the Directors, the payment of any dividend on any Non-cumulative Convertible Sterling Preference Shares would breach or cause a breach of the capital adequacy requirements of the Financial Services Authority (or any person or body to whom the banking supervision functions of the Financial Services Authority are transferred) applicable to the Company and/or any of its subsidiaries, then none of such dividend shall be declared or paid;

	(iv)	subject to sub-paragraph (v) below, the Non-cumulative Convertible Sterling Preference Shares shall carry no further right to participate in the profits of the Company and if and to the extent that any dividend or part thereof is on any occasion not paid for the reasons described in sub-paragraph (ii) or (iii) above, the holders of such shares shall have no claim in respect of such non-payment;

	(v)	if any dividend or part thereof on any Non-cumulative Convertible Sterling Preference Share is not payable for the reasons specified in sub-paragraphs (ii) or

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		(iii) above and if they so resolve, the Directors may, subject to the Statutes, pay a special non-cumulative preferential dividend on the Non-cumulative Convertible Sterling Preference Shares at a rate not exceeding £0.01 per share (but so that reference elsewhere in this Schedule 2 and in these presents to any dividend payable on any Non-cumulative Convertible Sterling Preference Shares shall not be treated as including a reference to any such special dividend);

	(vi)	if any date on which dividends are payable on Non-cumulative Convertible Sterling Preference Shares is not a day on which banks in London are open for business, and on which foreign exchange dealings may be conducted in London (‘‘a Sterling Business Day’’), then payment of the dividend payable on such date will be made on the succeeding Sterling Business Day and without any interest or other payment in respect of such delay unless such day shall fall within the next calendar month whereupon such payment will be made on the preceding Sterling Business Day;

	(vii)	dividends payable on Non-cumulative Convertible Sterling Preference Shares shall accrue from and to the dates determined by the Directors prior to allotment thereof, and the amount of dividend payable in respect of any period shorter than a full dividend period will be calculated on the basis of twelve 30 day months, a 360 day year and the actual number of days elapsed in such period;

	(viii)	if any dividend stated to be payable on the Non-cumulative Convertible Sterling Preference Shares on the most recent dividend payment date has not been declared and paid in full, or if a sum has not been set aside to provide for such payment in full, no dividends may be declared on any other share capital of the Company (other than the Cumulative Preference Shares), and no sum may be set aside for the payment thereof, unless, on the date of declaration relative to any such payment, an amount equal to the dividend stated to be payable on the Non-cumulative Convertible Sterling Preference Shares in respect of the then current dividend period is set aside for the payment in full of such dividend on the dividend payment date relating to the then current dividend period; and

	(ix)	if any dividend stated to be payable on the Non-cumulative Convertible Sterling Preference Shares on any dividend payment date has not been declared and paid in full, or if a sum has not been set aside to provide for such payment in full, the Company may not redeem or purchase or otherwise acquire for any consideration any other share capital of the Company, and may not set aside any sum nor establish any sinking fund for the redemption or purchase or other such acquisition thereof, until such time as dividends stated to be payable on the Non-cumulative Convertible Sterling Preference Shares in respect of successive dividend periods together aggregating no less than twelve months shall thereafter have been declared and paid in full.

2.3	Capital

	The right on a winding up or liquidation, voluntary or otherwise other than (unless otherwise provided by the terms of issue of such share) a redemption or purchase by

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the Company of any shares of any class to receive in Sterling out of the surplus assets of the Company available for distribution amongst the members:-

(i)

	(A)	the amount of any dividend which is due for payment after the date of commencement of the winding up or liquidation but which is payable in respect of a period ending on or before such date; and

	(B)	any further amount of dividend payable in respect of the period from the preceding dividend payment date to the date of payment in accordance with this sub-paragraph (i);

		but only to the extent that any such amount or further amount was, or would have been payable as a dividend in accordance with or pursuant to this Part of Schedule 2 (other than pursuant to this provision); and

	(ii)	subject thereto, pari passu with the holders of the Cumulative Preference Shares and any other New Preference Shares expressed to rank pari passu therewith as regards participation in surplus assets in priority to the holders of the Ordinary Shares of the Company, a sum equal to the amount paid up or credited as paid up on the Non-cumulative Convertible Sterling Preference Shares (including any premium paid to the Company in respect thereof on issue).

	If upon any such winding-up or liquidation, the amounts available for payment are insufficient to cover the amounts payable in full on the Cumulative Preference Shares, the Non-cumulative Convertible Sterling Preference Shares and on any other New Preference Shares expressed to rank pari passu therewith as regards participation in surplus assets, then the holders of the Cumulative Preference Shares, the Non-cumulative Convertible Sterling Preference Shares and such other New Preference Shares will share rateably in the distribution of surplus assets (if any) in proportion to the full respective preferential amounts to which they are entitled. No Non-cumulative Convertible Sterling Preference Share shall confer any right to participate in the surplus assets of the Company other than that set out in this paragraph 2.3.

2.4	Receipt of Notices

	The right to have sent to the holder of each Non-cumulative Convertible Sterling Preference Share (at the same time as the same are sent to the holders of Ordinary Shares) a copy of the Company’s Annual Report and Accounts and Interim Financial Statement together with notice of any General Meeting of the Company at which such holder is entitled to attend and vote.

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2.5	Attendance and Voting at Meetings

	The right to attend at a General Meeting of the Company and to speak to or vote upon any Resolution proposed thereat in the following circumstances:-

	(i)	in respect of a Resolution which is to be proposed at the Meeting either varying or abrogating any of the rights attached to the Non-cumulative Convertible Sterling Preference Shares or proposing the winding up of the Company (and then in each such case only to speak to and vote upon any such Resolution);

	(ii)	in circumstances where the dividend stated to be payable on the Non-cumulative Convertible Sterling Preference Shares in respect of such number of dividend periods as the Directors shall determine prior to allotment thereof has not been declared and paid in full, and until such date as the Directors shall likewise determine; and

	(iii)	in such other circumstances as the Directors may determine prior to allotment of the Non-cumulative Convertible Sterling Preference Shares, but not otherwise, together with the right, in such circumstances and on such terms, if any, as the Directors may determine prior to allotment of the Non-cumulative Convertible Sterling Preference Shares, to seek to requisition a General Meeting of the Company. Whenever holders of Non-cumulative Convertible Sterling Preference Shares are so entitled to vote on a Resolution, on a show of hands every such holder who is present in person, and every proxy present who has been duly appointed by any such holder, shall have one vote and, on a poll, every such holder who is present in person or by proxy shall have such number of votes for each Non-cumulative Convertible Sterling Preference Share held as may be determined by the Directors prior to allotment of such Non-cumulative Convertible Sterling Preference Shares.

2.6	Redemption

	Each series of Non-cumulative Convertible Sterling Preference Shares shall, subject to the provisions of the Statutes, be redeemable at the option of the Company in accordance with the following provisions:-

(A)

the Company may, subject thereto, redeem on any Redemption Date (as hereinafter defined) all or some only of the Non-cumulative Convertible Sterling Preference Shares by giving to the holders of the Non-cumulative Convertible Sterling Preference Shares to be redeemed not less than 120 days’ nor more than 150 days’ prior notice in writing (a ‘‘Notice of Redemption’’) of the relevant Redemption Date. ‘‘Redemption Date’’ means, in relation to a Non-cumulative Convertible Sterling Preference Share, any date which falls no earlier than ten years and one day after the date of allotment of the Non-cumulative Convertible Sterling Preference Share to be redeemed; provided that the Directors may determine, prior to allotment of any series of Non-cumulative Convertible Sterling Preference Shares, that this sub-paragraph (A) shall have effect in relation to that series as if the reference to ten years was a

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		reference to such longer period (not exceeding thirty years) as they determine prior to allotment. The Company shall not be entitled (save with the consent of the relevant holder) to give a Notice of Redemption under this sub-paragraph (A) in respect of any share for which a Conversion Notice (as defined in paragraph 5 of Part 4 of this Schedule 2) has been given in accordance with that Part and not withdrawn;

	(AA)	notwithstanding the foregoing, in relation to any series of Non-cumulative Convertible Sterling Preference Shares allotted after 11th April 2001, sub-paragraph (A) above shall have effect as if the references to ten years, in both places where they occur, were references to five years;

	(B)	there shall be paid on each Non-cumulative Convertible Sterling Preference Share so redeemed, in Sterling, the aggregate of the nominal amount thereof together with any premium paid on issue and together with arrears (if any) of dividends thereon (whether earned or declared or not) in respect of the period from the dividend payment date last preceding the Redemption Date to the Redemption Date;

	(C)	in the case of a redemption of some only of the Non-cumulative Convertible Sterling Preference Shares in any series, the Company shall for the purpose of determining the particular Non-cumulative Convertible Sterling Preference Shares to be redeemed cause a drawing to be made at the Office or such other place as the Directors may approve in the presence of the Auditors for the time being of the Company, provided that there shall be excluded from such drawing any Non-cumulative Convertible Sterling Preference Shares to be converted pursuant to Part 4 of this Schedule 2;

	(D)	any Notice of Redemption given under sub-paragraph (A) above shall specify the applicable Redemption Date, the particular Non-cumulative Convertible Sterling Preference Shares to be redeemed and the redemption price (specifying the amount of the accrued and unpaid dividend per share to be included therein and stating that dividends on the Non-cumulative Convertible Sterling Preference Shares to be redeemed will cease to accrue on redemption), and shall state the place or places at which documents of title in respect of such Non-cumulative Convertible Sterling Preference Shares are to be presented and surrendered for redemption and payment of the redemption monies is to be effected. Upon such Redemption Date, the Company shall redeem the particular Non-cumulative Convertible Sterling Preference Shares to be redeemed on that date subject to the provisions of this paragraph and of the Statutes. No defect in the Notice of Redemption or in the giving thereof shall affect the validity of the redemption proceedings;

	(E)	subject to sub-paragraph (I) below, the provisions of this and the following sub-paragraph shall have effect in relation to Non-cumulative Convertible Sterling Preference Shares for the time being issued and registered in the Register of Members (‘‘Registered Shares’’) and represented by certificates (‘‘Certificates’’) and in relation to Non-cumulative Convertible Sterling Preference Shares which, in accordance with Article 52 of these presents, are

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		for the time being issued and represented by a Warrant (as defined in the said Article 52) (‘‘Bearer Shares’’). Payments in respect of the amount due on redemption of a Registered Share shall be made by Sterling cheque drawn on a bank in London or upon the request of the holder or joint holders not later than the date specified for the purpose in the Notice of Redemption by transfer to a Sterling account maintained by the payee with a bank in London. Such payment will be against presentation and surrender of the relative Certificate at the place or one of the places specified in the Notice of Redemption and if any Certificate so surrendered includes any Non-cumulative Convertible Sterling Preference Shares not to be redeemed on the relevant Redemption Date (other than Non-cumulative Convertible Sterling Preference Shares to be converted pursuant to Part 4 of this Schedule 2) the Company shall within fourteen days thereafter issue to the holder, free of charge, a fresh Certificate in respect of such Non-cumulative Convertible Sterling Preference Shares. Payment in respect of the amount due on redemption of a Bearer Share shall be made by Sterling cheque drawn on a bank in London or upon the request of the holder not later than the date specified for the purpose in the Notice of Redemption by transfer to a Sterling account maintained by the payee with a bank in London. Such payments will be made against presentation and surrender of the Warrant and all unmatured dividend coupons and talons (if any) at the place or the places specified in the Notice of Redemption. Upon the relevant Redemption Date all unmatured dividend coupons and any talon for additional dividend coupons appertaining thereto (whether or not returned) shall become void and no payment will be made in respect thereof. If the Warrant so surrendered represents any Non-cumulative Convertible Sterling Preference Shares not to be redeemed on the relevant Redemption Date (other than Non-cumulative Convertible Sterling Preference Shares to be converted pursuant to Part 4 of this Schedule 2) the Company shall issue, free of charge, a fresh Warrant representing such Bearer Shares which are not to be redeemed on such Redemption Date.

		All payments in respect of redemption monies will in all respects be subject to any applicable fiscal or other laws;

	(F)	as from the relevant Redemption Date the dividend on the Non-cumulative Convertible Sterling Preference Shares due for redemption shall cease to accrue except on any such Non-cumulative Convertible Sterling Preference Share in respect of which, upon the due surrender of the Certificate or, as the case may be, the Warrant and all unmatured dividend coupons and talons (if any) in respect thereof, in accordance with sub-paragraph (E) above, payment of the redemption monies due on such Redemption Date shall be improperly withheld or refused, in which case such dividend, at the rate then applicable, shall be deemed to have continued and shall accordingly continue to accrue from the relevant Redemption Date to the date of payment of such redemption monies. Such Non-cumulative Convertible Sterling Preference Share shall not be treated as having been redeemed until the redemption monies in question together with the accrued dividend thereon shall have been paid;

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	(G)	if the due date for the payment of the redemption monies on any Non-cumulative Convertible Sterling Preference Shares is not a Sterling Business Day then payment of such monies will be made on the next succeeding day which is a Sterling Business Day and without any interest or other payment in respect of such delay unless such day shall fall within the next calendar month whereupon such payment will be made on the preceding Sterling Business Day;

	(H)	the receipt of the holder for the time being of any Registered Share (or in the case of joint holders the receipt of any one of them) and the receipt of the person delivering any Warrant to the place or one of the places specified pursuant to sub-paragraph (D) above in respect of the monies payable on redemption on such Registered Share or, as the case may be, such Bearer Share, shall constitute an absolute discharge to the Company; and

	(I)	subject as aftermentioned, the provisions of sub-paragraphs (E) and (F) above shall have effect in relation to Registered Shares which are in uncertificated form within the meaning of the Uncertificated Securities Regulations 1995 (as in force on the date of adoption of this Schedule 2) in the same manner as they have effect in relation to Registered Shares represented by Certificates, save that (i) any provision of the said paragraphs requiring presentation and surrender of a Certificate shall be satisfied in the manner prescribed or permitted by the said Regulations (or by any enactment or subordinate legislation which amends or supersedes those Regulations) or (subject to those Regulations or such enactment or subordinate legislation) in such manner as may from time to time be prescribed by the Directors), and (ii) the Company shall not be under any obligation to issue a fresh Certificate under sub-paragraph (E).

2.7	Purchase

	Subject to the provisions of the Statutes and any other applicable laws, the Company may at any time and from time to time purchase any Non-cumulative Convertible Sterling Preference Shares upon such terms as the Directors shall determine provided that, in the case of Non-cumulative Convertible Sterling Preference Shares which are listed on the London Stock Exchange, the purchase price, exclusive of expenses and accrued dividends, shall not exceed (i) in the case of a purchase in the open market, or by tender (which shall be available alike to all holders of the Non-cumulative Convertible Sterling Preference Shares), the average of the closing middle market quotations of such Non-cumulative Convertible Sterling Preference Shares on the London Stock Exchange (as derived from The London Stock Exchange Daily Official List) for the last ten dealing days preceding the date of purchase or (if higher), in the case of a purchase in the open market only, the market price on the date of purchase provided that such market price is not more than 105 per cent of such average and (ii) in the case of a purchase by private treaty, 120 per cent of the closing middle market quotation of such Non-cumulative Convertible Sterling Preference Shares on the London Stock Exchange (as derived from The London Stock Exchange Daily Official List) for the last dealing day preceding the date of purchase: but so that this proviso

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	shall not apply to any purchase of Non-cumulative Convertible Sterling Preference Shares made in the ordinary course of a business of dealing in securities.

2.8	Conversion

	The Non-cumulative Convertible Sterling Preference Shares shall be convertible into Ordinary Shares in the manner set out in (and subject to the provisions of) Part 4 of this Schedule 2. The provisions of paragraph 2.6 of this Part 1 regarding redemption are without prejudice to any provisions in the said Part 4 providing for the effecting of conversion by means of redemption.

(a)

Save with the written consent of the holders of three-quarters in nominal value of, or with the sanction of a Special Resolution passed at a separate General Meeting of the holders of, the Non-cumulative Convertible Sterling Preference Shares, the Directors shall not authorise or create, or increase the amount of, any shares of any class or any security convertible into shares of any class ranking as regards rights to participate in the profits or assets of the Company (other than on a redemption or purchase by the Company of any such shares) in priority to the Non-cumulative Convertible Sterling Preference Shares.

(b)

The special rights attached to any series of Non-cumulative Convertible Sterling Preference Shares allotted or in issue shall not (unless otherwise provided by their terms of issue) be deemed to be varied by the creation or issue of any New Shares ranking as regards participation in the profits or assets of the Company in some or all respects pari passu with or after such Non-cumulative Convertible Sterling Preference Shares. Any new shares ranking in some or all respects pari passu with such Non-cumulative Convertible Sterling Preference Shares may without their creation or issue being deemed to vary the special rights attached to any Non-cumulative Convertible Sterling Preference Share then in issue either carry rights identical in all respects with such Non-cumulative Convertible Sterling Preference Shares or any of them or carry rights differing therefrom in any respect, including, but without prejudice to the generality of the foregoing, in that:-

	(i)	the rate or means of calculating the dividend may differ and the dividend may be cumulative or non-cumulative;

	(ii)	the New Shares or any series thereof may rank for dividend as from such date as may be provided by the terms of issue thereof and the dates for payment of dividend may differ;

	(iii)	the New Shares may be denominated in Sterling or in any Foreign Currency;

	(iv)	a premium may be payable on return of capital or there may be no such premium;

	(v)	the New Shares may be redeemable at the option of the holder or of the Company, or may be non-redeemable and if redeemable at the option of the

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		Company, they may be redeemable at different dates and on different terms from those applying to the Non-cumulative Convertible Sterling Preference Shares; and

	(vi)	the New Shares may be convertible into Ordinary Shares or any other class of shares ranking as regards participation in the profits and assets of the Company pari passu with or after such Non-cumulative Convertible Sterling Preference Shares in each case on such terms and conditions as may be prescribed by the terms of issue thereof.

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PART 2

Non-cumulative Convertible Dollar Preference Shares

1.	The Non-cumulative Convertible Dollar Preference Shares are New Preference Shares. They shall rank after the Cumulative Preference Shares to the extent specified in Article 4 and this Schedule 2, and shall rank pari passu inter se and (save as aforesaid) with the Cumulative Preference Shares and with all other New Preference Shares. They shall confer the rights and be subject to the restrictions set out or referred to in this Part 2 of Schedule 2 and shall also confer such further rights (not being inconsistent with the rights set out or referred to in this Part 2) as may be attached by the Directors to such shares in accordance with this Part 2 prior to allotment. Whenever the Directors have power under this Part to determine any of the rights attached to any of the Non-cumulative Convertible Dollar Preference Shares, the rights so determined need not be the same as those attached to the Non-cumulative Convertible Dollar Preference Shares then allotted or in issue. The Non-cumulative Convertible Dollar Preference Shares may be issued in one or more separate series, and each series shall be identified in such manner as the Directors may determine without any such determination or identification requiring any alteration to these presents.

2.	Each Non-cumulative Convertible Dollar Preference Share shall confer the following rights as to participation in the profits and assets of the Company, receipt of notices, attendance and voting at meetings, redemption and conversion:

2.1	Income

	The right (subject to the provisions of paragraph 2.2, if applicable) to a non-cumulative preferential dividend not exceeding a specified amount payable in Dollars at such rate (which, in the case of any series allotted after 11th April 2001, may be fixed or variable and may be subject to recalculation at fixed intervals) on such dates (each a ‘‘dividend payment date’’) in respect of such periods (each a ‘‘dividend period’’) and on such other terms and conditions as may be determined by the Directors prior to allotment thereof. References in these presents to a ‘‘dividend’’ on the Non-cumulative Convertible Dollar Preference Shares include a reference to each dividend in respect of each dividend period applicable thereto and references in this Part of the Schedule to dividend payment dates and dividend periods are to dividend payment dates and dividend periods in respect of the Non-cumulative Convertible Dollar Preference Shares only. Such dividends shall be paid in priority to the payment of any dividends on the Ordinary Shares. The Non-cumulative Convertible Dollar Preference Shares shall rank for dividend after the Cumulative Preference Shares, pari passu with the Non-cumulative Sterling Preference Shares, the Non-cumulative Dollar Preference Shares, the Category II Non-cumulative Dollar Preference Shares, all other Convertible Preference Shares and all other New Preference Shares expressed to rank pari passu therewith as regards participation in profits and otherwise in priority to any other share capital in the Company.

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2.2	Further provisions as to income

	All or any of the following provisions shall apply in relation to any particular Non-cumulative Convertible Dollar Preference Shares if so determined by the Directors prior to allotment thereof:-

	(i)	if, in the opinion of the Directors, the distributable profits of the Company are sufficient to cover the payment in full of dividends on the Non-cumulative Convertible Dollar Preference Shares on any dividend payment date and also the payment in full of all other dividends stated to be payable on such date on any other New Preference Share expressed to rank pari passu therewith as regards participation in profits, after payment in full, or the setting aside of a sum to cover the payment in full, of all dividends stated to be payable on such date on any Cumulative Preference Share, then each such dividend shall be declared and paid in full;

	(ii)	if, in the opinion of the Directors, the distributable profits of the Company are insufficient to cover the payment in full of dividends on the Non-cumulative Convertible Dollar Preference Shares on any dividend payment date and also the payment in full of all other dividends stated to be payable on such date on any other New Preference Share expressed to rank pari passu therewith as regards participation in profits, after payment in full, or the setting aside of a sum to cover the payment in full, of all dividends stated to be payable on or before such date on any Cumulative Preference Share, then dividends shall be declared by the Directors pro rata for the Non-cumulative Convertible Dollar Preference Shares and such other New Preference Shares to the extent of the available distributable profits (if any) to the intent that the amount of dividend declared per share on each such Non-cumulative Convertible Dollar Preference Share and other New Preference Share will bear to each other the same ratio as the dividends accrued per share on each such Non-cumulative Convertible Dollar Preference Share and other New Preference Share bear to each other. If it shall subsequently appear that any such dividend which has been paid should not, in accordance with the provisions of this sub-paragraph, have been so paid, then provided the Directors shall have acted in good faith, they shall not incur any liability for any loss which any shareholder may suffer in consequence of such payment having been made;

	(iii)	if, in the opinion of the Directors, the payment of any dividend on any Non-cumulative Convertible Dollar Preference Shares would breach or cause a breach of the capital adequacy requirements of the Financial Services Authority (or any person or body to whom the banking supervision functions of the Financial Services Authority are transferred) applicable to the Company and/or any of its subsidiaries, then none of such dividend shall be declared or paid;

	(iv)	subject to sub-paragraph (v) below, the Non-cumulative Convertible Dollar Preference Shares shall carry no further right to participate in the profits of the Company and if and to the extent that any dividend or part thereof is on any occasion not paid for the reasons described in sub-paragraph (ii) or (iii) above,

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		the holders of such shares shall have no claim in respect of such non-payment; (v) if any dividend or part thereof on any Non-cumulative Convertible Dollar Preference Share is not payable for the reasons specified in sub-paragraphs (ii) or (iii) above and if they so resolve, the Directors may, subject to the Statutes, pay a special non-cumulative preferential dividend on the Non-cumulative Convertible Dollar Preference Shares at a rate not exceeding 1 (one) US cent per share (but so that reference elsewhere in this Schedule 2 and in these presents to any dividend payable on any Non-cumulative Convertible Dollar Preference Shares shall not be treated as including a reference to any such special dividend);

	(vi)	if any date on which dividends are payable on Non-cumulative Convertible Dollar Preference Shares is not a day on which banks in London and the City of New York are open for business, and on which foreign exchange dealings may be conducted in such cities (a ‘‘Dollar Business Day’’), then payment of the dividend payable on such date will be made on the succeeding Dollar Business Day and without any interest or other payment in respect of such delay unless such day shall fall within the next calendar month whereupon such payment will be made on the preceding Dollar Business Day;

	(vii)	dividends payable on Non-cumulative Convertible Dollar Preference Shares shall accrue from and to the dates determined by the Directors prior to allotment thereof, and the amount of dividend payable in respect of any period shorter than a full dividend period will be calculated on the basis of twelve 30 day months, a 360 day year and the actual number of days elapsed in such period;

	(viii)	if any dividend stated to be payable on the Non-cumulative Convertible Dollar Preference Shares on the most recent dividend payment date has not been declared and paid in full, or if a sum has not been set aside to provide for such payment in full, no dividends may be declared on any other share capital of the Company (other than the Cumulative Preference Shares), and no sum may be set aside for the payment thereof, unless, on the date of declaration relative to any such payment, an amount equal to the dividend stated to be payable on the Non-cumulative Convertible Dollar Preference Shares in respect of the then current dividend period is set aside for the payment in full of such dividend on the dividend payment date relating to the then current dividend period; and

	(ix)	if any dividend stated to be payable on the Non-cumulative Convertible Dollar Preference Shares on any dividend payment date has not been declared and paid in full, or if a sum has not been set aside to provide for such payment in full, the Company may not redeem or purchase or otherwise acquire for any consideration any other share capital of the Company, and may not set aside any sum nor establish any sinking fund for the redemption or purchase or other such acquisition thereof, until such time as dividends stated to be payable on the Non-cumulative Convertible Dollar Preference Shares in respect of successive dividend periods together aggregating no less than twelve months shall thereafter have been declared and paid in full.

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2.3	Capital

	The right on a winding up or liquidation, voluntary or otherwise other than (unless otherwise provided by the terms of issue of such share) a redemption or purchase by the Company of any shares of any class to receive in Dollars out of the surplus assets of the Company available for distribution amongst the members:-

(i)

	(A)	the amount of any dividend which is due for payment after the date of commencement of the winding up or liquidation but which is payable in respect of a period ending on or before such date; and

	(B)	any further amount of dividend payable in respect of the period from the preceding dividend payment date to the date of payment in accordance with this sub-paragraph (i);

		but only to the extent that any such amount or further amount was, or would have been payable as a dividend in accordance with or pursuant to this Part of Schedule 2 (other than pursuant to this provision); and

	(ii)	subject thereto, pari passu with the holders of the Cumulative Preference Shares and any other New Preference Shares expressed to rank pari passu therewith as regards participation in surplus assets in priority to the holders of the Ordinary Shares of the Company, a sum equal to the amount paid up or credited as paid up on the Non-cumulative Convertible Dollar Preference Shares (including any premium paid to the Company in respect thereof on issue).

		If upon any such winding-up or liquidation, the amounts available for payment are insufficient to cover the amounts payable in full on the Cumulative Preference Shares, the Non-cumulative Convertible Dollar Preference Shares and on any other New Preference Shares expressed to rank pari passu therewith as regards participation in surplus assets, then the holders of the Cumulative Preference Shares, the Non-cumulative Convertible Dollar Preference Shares and such other New Preference Shares will share rateably in the distribution of surplus assets (if any) in proportion to the full respective preferential amounts to which they are entitled. No Non-cumulative Convertible Dollar Preference Share shall confer any right to participate in the surplus assets of the Company other than that set out in this paragraph 2.3.

2.4	Receipt of Notices

	The right to have sent to the holder of each Non-cumulative Convertible Dollar Preference Share (at the same time as the same are sent to the holders of Ordinary

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	Shares) a copy of the Company’s Annual Report and Accounts and Interim Financial Statement together with notice of any General Meeting of the Company at which such holder is entitled to attend and vote.

2.5	Attendance and Voting at Meetings

	The right to attend at a General Meeting of the Company and to speak to or vote upon any Resolution proposed thereat in the following circumstances:-

	(i)	in respect of a Resolution which is to be proposed at the Meeting either varying or abrogating any of the rights attached to the Non-cumulative Convertible Dollar Preference Shares or proposing the winding up of the Company (and then in each such case only to speak to and vote upon any such Resolution);

	(ii)	in circumstances where the dividend stated to be payable on the Non-cumulative Convertible Dollar Preference Shares in respect of such number of dividend periods as the Directors shall determine prior to allotment thereof has not been declared and paid in full, and until such date as the Directors shall likewise determine; and

	(iii)	in such other circumstances as the Directors may determine prior to allotment of the Non-cumulative Convertible Dollar Preference Shares,

	but not otherwise, together with the right, in such circumstances and on such terms, if any, as the Directors may determine prior to allotment of the Non-cumulative Convertible Dollar Preference Shares, to seek to requisition a General Meeting of the Company. Whenever holders of Non-cumulative Convertible Dollar Preference Shares are so entitled to vote on a Resolution, on a show of hands every such holder who is present in person, and every proxy present duly appointed by any such holder, shall have one vote and, on a poll, every such holder who is present in person or by proxy shall have such number of votes for each Non-cumulative Convertible Dollar Preference Share held as may be determined by the Directors prior to allotment of such Non-cumulative Convertible Dollar Preference Shares.

2.6	Redemption

	Each series of Non-cumulative Convertible Dollar Preference Shares shall, subject to the provisions of the Statutes, be redeemable at the option of the Company in accordance with the following provisions:-

(A)

the Company may, subject thereto, redeem on any Redemption Date (as hereinafter defined) all or some only of the Non-cumulative Convertible Dollar Preference Shares by giving to the holders of the Non-cumulative Convertible Dollar Preference Shares to be redeemed not less than 120 days’ nor more than 150 days’ prior notice in writing (a ‘‘Notice of Redemption’’) of the relevant Redemption Date. ‘‘Redemption Date’’ means, in relation to a Non-cumulative Convertible Dollar Preference Share, any date which falls no earlier than five years and one day (or such longer period (if any) as may be

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		fixed by the Directors prior to allotment of such Share) after the date of allotment of the Non-cumulative Convertible Dollar Preference Share to be redeemed. The Company shall not be entitled (save with the consent of the relevant holder) to give a Notice of Redemption under this sub-paragraph (A) in respect of any share for which a Conversion Notice (as defined in paragraph 5 of Part 4 of this Schedule 2) has been given in accordance with that Part and not withdrawn;

	(B)	there shall be paid on each Non-cumulative Convertible Dollar Preference Share so redeemed, in Dollars, the aggregate of the nominal amount thereof together with any premium paid on issue and together with arrears (if any) of dividends thereon (whether earned or declared or not) in respect of the period from the dividend payment date last preceding the Redemption Date to the Redemption Date;

	(C)	in the case of a redemption of some only of the Non-cumulative Convertible Dollar Preference Shares in any series, the Company shall for the purpose of determining the particular Non-cumulative Convertible Dollar Preference Shares to be redeemed cause a drawing to be made at the Office or such other place as the Directors may approve in the presence of the Auditors for the time being of the Company, provided that there shall be excluded from such drawing any Non-cumulative Convertible Dollar Preference Shares to be converted pursuant to Part 4 of this Schedule 2;

	(D)	any Notice of Redemption given under sub-paragraph (A) above shall specify the applicable Redemption Date, the particular Non-cumulative Convertible Dollar Preference Shares to be redeemed and the redemption price (specifying the amount of the accrued and unpaid dividend per share to be included therein and stating that dividends on the Non-cumulative Convertible Dollar Preference Shares to be redeemed will cease to accrue on redemption), and shall state the place or places at which documents of title in respect of such Non-cumulative Convertible Dollar Preference Shares are to be presented and surrendered for redemption and payment of the redemption monies is to be effected. Upon such Redemption Date, the Company shall redeem the particular Non-cumulative Convertible Dollar Preference Shares to be redeemed on that date subject to the provisions of this paragraph and of the Statutes. No defect in the Notice of Redemption or in the giving thereof shall affect the validity of the redemption proceedings;

	(E)	subject to sub-paragraph (I) below, the provisions of this and the following sub-paragraph shall have effect in relation to Non-cumulative Convertible Dollar Preference Shares for the time being issued and registered in the Register of Members (‘‘Registered Shares’’) and represented by certificates (‘‘Certificates’’) and in relation to Non-cumulative Convertible Dollar Preference Shares which, in accordance with Article 52 of these presents, are for the time being issued and represented by a Warrant (as defined in the said Article 52) (‘‘Bearer Shares’’). Payments in respect of the amount due on redemption of a Registered Share shall be made by Dollar cheque drawn on a bank in London or in the City of New York or upon the request of the holder or joint holders not later than the date specified for the purpose in the Notice of Redemption by transfer to a Dollar account maintained by the payee with a bank in London or in the City of New York. Such payment will be against

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		presentation and surrender of the relative Certificate at the place or one of the places specified in the Notice of Redemption and if any Certificate so surrendered includes any Non-cumulative Convertible Dollar Preference Shares not to be redeemed on the relevant Redemption Date (other than Non-cumulative Convertible Dollar Preference Shares to be converted pursuant to Part 4 of this Schedule 2) the Company shall within fourteen days thereafter issue to the holder, free of charge, a fresh Certificate in respect of such Non-cumulative Convertible Dollar Preference Shares. Payment in respect of the amount due on redemption of a Bearer Share shall be made by Dollar cheque drawn on a bank in London or in the City of New York or upon the request of the holder not later than the date specified for the purpose in the Notice of Redemption by transfer to a Dollar account maintained by the payee with a bank in London or in the City of New York. Such payments will be made against presentation and surrender of the Warrant and all unmatured dividend coupons and talons (if any) at the place or the places specified in the Notice of Redemption. Upon the relevant Redemption Date all unmatured dividend coupons and any talon for additional dividend coupons appertaining thereto (whether or not returned) shall become void and no payment will be made in respect thereof. If the Warrant so surrendered represents any Non-cumulative Convertible Dollar Preference Shares not to be redeemed on the relevant Redemption Date (other than Non-cumulative Convertible Dollar Preference Shares to be converted pursuant to Part 4 of this Schedule 2) the Company shall issue, free of charge, a fresh Warrant representing such Bearer Shares which are not to be redeemed on such Redemption Date. All payments in respect of redemption monies will in all respects be subject to any applicable fiscal or other laws;

	(F)	as from the relevant Redemption Date the dividend on the Non-cumulative Convertible Dollar Preference Shares due for redemption shall cease to accrue except on any such Non-cumulative Convertible Dollar Preference Share in respect of which, upon the due surrender of the Certificate or, as the case may be, the Warrant and all unmatured dividend coupons and talons (if any) in respect thereof, in accordance with sub-paragraph (E) above, payment of the redemption monies due on such Redemption Date shall be improperly withheld or refused, in which case such dividend, at the rate then applicable, shall be deemed to have continued and shall accordingly continue to accrue from the relevant Redemption Date to the date of payment of such redemption monies. Such Non-cumulative Convertible Dollar Preference Share shall not be treated as having been redeemed until the redemption monies in question together with the accrued dividend thereon shall have been paid;

	(G)	if the due date for the payment of the redemption monies on any Non-cumulative Convertible Dollar Preference Shares is not a Dollar Business Day then payment of such monies will be made on the next succeeding day which is a Dollar Business Day and without any interest or other payment in respect of such delay unless such day shall fall within the next calendar month whereupon such payment will be made on the preceding Dollar Business Day;

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	(H)	the receipt of the holder for the time being of any Registered Share (or in the case of joint holders the receipt of any one of them) and the receipt of the person delivering any Warrant to the place or one of the places specified pursuant to sub-paragraph (D) above in respect of the monies payable on redemption on such Registered Share or, as the case may be, such Bearer Share, shall constitute an absolute discharge to the Company; and

	(I)	subject as aftermentioned, the provisions of sub-paragraphs (E) and (F) above shall have effect in relation to Registered Shares which are in uncertificated form within the meaning of the Uncertificated Securities Regulations 1995 (as in force on the date of adoption of this Schedule 2) in the same manner as they have effect in relation to Registered Shares represented by Certificates, save that (i) any provision of the said paragraphs requiring presentation and surrender of a Certificate shall be satisfied in the manner prescribed or permitted by the said Regulations (or by any enactment or subordinate legislation which amends or supersedes those Regulations) or (subject to those Regulations or such enactment or subordinate legislation) in such manner as may from time to time be prescribed by the Directors), and (ii) the Company shall not be under any obligation to issue a fresh Certificate under sub-paragraph (E).

2.7	Purchase

	Subject to the provisions of the Statutes and any other applicable laws, the Company may at any time and from time to time purchase any Non-cumulative Convertible Dollar Preference Shares upon such terms as the Directors shall determine provided that, in the case of Non-cumulative Convertible Dollar Preference Shares which are listed on the London Stock Exchange, the purchase price, exclusive of expenses and accrued dividends, shall not exceed (i) in the case of a purchase in the open market, or by tender (which shall be available alike to all holders of the Non-cumulative Convertible Dollar Preference Shares), the average of the closing middle market quotations of such Non-cumulative Convertible Dollar Preference Shares on the London Stock Exchange (as derived from The London Stock Exchange Daily Official List) for the last ten dealing days preceding the date of purchase or (if higher), in the case of a purchase in the open market only, the market price on the date of purchase provided that such market price is not more than 105 per cent of such average and (ii) in the case of a purchase by private treaty, 120 per cent of the closing middle market quotation of such Non-cumulative Convertible Dollar Preference Shares on the London Stock Exchange (as derived from The London Stock Exchange Daily Official List) for the last dealing day preceding the date of purchase: but so that this proviso shall not apply to any purchase of Non-cumulative Convertible Dollar Preference Shares made in the ordinary course of a business of dealing in securities.

2.8	Conversion

	The Non-cumulative Convertible Dollar Preference Shares shall be convertible into Ordinary Shares in the manner set out in (and subject to the provisions of) Part 4 of this Schedule 2. The provisions of paragraph 2.6 of this Part 2 regarding redemption

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are without prejudice to any provisions in the said Part 4 providing for the effecting of conversion by means of redemption.

(a)

Save with the written consent of the holders of three-quarters in nominal value of, or with the sanction of a Special Resolution passed at a separate General Meeting of the holders of, the Non-cumulative Convertible Dollar Preference Shares, the Directors shall not authorise or create, or increase the amount of, any shares of any class or any security convertible into shares of any class ranking as regards rights to participate in the profits or assets of the Company (other than on a redemption or purchase by the Company of any such shares) in priority to the Non-cumulative Convertible Dollar Preference Shares.

(b)

The special rights attached to any series of Non-cumulative Convertible Dollar Preference Shares allotted or in issue shall not (unless otherwise provided by their terms of issue) be deemed to be varied by the creation or issue of any New Shares ranking as regards participation in the profits or assets of the Company in some or all respects pari passu with or after such Non-cumulative Convertible Dollar Preference Shares. Any new shares ranking in some or all respects pari passu with such Non-cumulative Convertible Dollar Preference Shares may without their creation or issue being deemed to vary the special rights attached to any Non-cumulative Convertible Dollar Preference Share then in issue either carry rights identical in all respects with such Non-cumulative Convertible Dollar Preference Shares or any of them or carry rights differing therefrom in any respect, including, but without prejudice to the generality of the foregoing, in that:-

(i)

the rate or means of calculating the dividend may differ and the dividend may be cumulative or non-cumulative;

(ii) the New Shares or any series thereof may rank for dividend as from such date as may be provided by the terms of issue thereof and the dates for payment of dividend may differ;

(iii) the New Shares may be denominated in Sterling or in any Foreign Currency;

(iv) a premium may be payable on return of capital or there may be no such premium;

(v) the New Shares may be redeemable at the option of the holder or of the Company, or may be non-redeemable and if redeemable at the option of the Company, they may be redeemable at different dates and on different terms from those applying to the Non-cumulative Convertible Dollar Preference Shares; and

(vi) the New Shares may be convertible into Ordinary Shares or any other class of shares ranking as regards participation in the profits and assets of the Company pari passu with or after such Non-cumulative Convertible Dollar Preference Shares in each case on such terms and conditions as may be prescribed by the terms of issue thereof.

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PART 3

Non-cumulative Convertible Euro Preference Shares

1.	The Non-cumulative Convertible Euro Preference Shares are New Preference Shares. They shall rank after the Cumulative Preference Shares to the extent specified in Article 4 and this Schedule 2, and shall rank pari passu inter se and (save as aforesaid) with the Cumulative Preference Shares and with all other New Preference Shares. They shall confer the rights and be subject to the restrictions set out or referred to in this Part 3 of Schedule 2 and shall also confer such further rights (not being inconsistent with the rights set out or referred to in this Part 3) as may be attached by the Directors to such shares in accordance with this Part 3 prior to allotment. Whenever the Directors have power under this Part to determine any of the rights attached to any of the Non-cumulative Convertible Euro Preference Shares, the rights so determined need not be the same as those attached to the Non-cumulative Convertible Euro Preference Shares then allotted or in issue. The Non-cumulative Convertible Euro Preference Shares may be issued in one or more separate series, and each series shall be identified in such manner as the Directors may determine without any such determination or identification requiring any alteration to these presents.

2.	Each Non-cumulative Convertible Euro Preference Share shall confer the following rights as to participation in the profits and assets of the Company, receipt of notices, attendance and voting at meetings, redemption and conversion:

2.1	Income

	The right (subject to the provisions of paragraph 2.2, if applicable) to a non-cumulative preferential dividend not exceeding a specified amount payable in Euro at such rate (which, in the case of any series allotted after 11th April 2001, may be fixed or variable and may be subject to recalculation at fixed intervals) on such dates (each a ‘‘dividend payment date’’) in respect of such periods (each a ‘‘dividend period’’) and on such other terms and conditions as may be determined by the Directors prior to allotment thereof. References in these presents to a ‘‘dividend’’ on the Non-cumulative Convertible Euro Preference Shares include a reference to each dividend in respect of each dividend period applicable thereto and references in this Part of the Schedule to dividend payment dates and dividend periods are to dividend payment dates and dividend periods in respect of the Non-cumulative Convertible Euro Preference Shares only. Such dividends shall be paid in priority to the payment of any dividends on the Ordinary Shares. The Non-cumulative Convertible Euro Preference Shares shall rank for dividend after the Cumulative Preference Shares, pari passu with the Non-cumulative Sterling Preference Shares, the Non-cumulative Dollar Preference Shares, the Category II Non-cumulative Dollar Preference Shares, all other Convertible Preference Shares and all other New Preference Shares expressed to rank pari passu therewith as regards participation in profits and otherwise in priority to any other share capital in the Company.

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2.2	Further provisions as to income

	All or any of the following provisions shall apply in relation to any particular Non-cumulative Convertible Euro Preference Shares if so determined by the Directors prior to allotment thereof:-

	(i)	if, in the opinion of the Directors, the distributable profits of the Company are sufficient to cover the payment in full of dividends on the Non-cumulative Convertible Euro Preference Shares on any dividend payment date and also the payment in full of all other dividends stated to be payable on such date on any other New Preference Share expressed to rank pari passu therewith as regards participation in profits, after payment in full, or the setting aside of a sum to cover the payment in full, of all dividends stated to be payable on such date on any Cumulative Preference Share, then each such dividend shall be declared and paid in full;

	(ii)	if, in the opinion of the Directors, the distributable profits of the Company are insufficient to cover the payment in full of dividends on the Non-cumulative Convertible Euro Preference Shares on any dividend payment date and also the payment in full of all other dividends stated to be payable on such date on any other New Preference Share expressed to rank pari passu therewith as regards participation in profits, after payment in full, or the setting aside of a sum to cover the payment in full, of all dividends stated to be payable on or before such date on any Cumulative Preference Share, then dividends shall be declared by the Directors pro rata for the Non-cumulative Convertible Euro Preference Shares and such other New Preference Shares to the extent of the available distributable profits (if any) to the intent that the amount of dividend declared per share on each such Non-cumulative Convertible Euro Preference Share and other New Preference Share will bear to each other the same ratio as the dividends accrued per share on each such Non-cumulative Convertible Euro Preference Share and other New Preference Share bear to each other. If it shall subsequently appear that any such dividend which has been paid should not, in accordance with the provisions of this sub-paragraph, have been so paid, then provided the Directors shall have acted in good faith, they shall not incur any liability for any loss which any shareholder may suffer in consequence of such payment having been made;

	(iii)	if, in the opinion of the Directors, the payment of any dividend on any Non-cumulative Convertible Euro Preference Shares would breach or cause a breach of the capital adequacy requirements of the Financial Services Authority (or any person or body to whom the banking supervision functions of the Financial Services Authority are transferred) applicable to the Company and/or any of its subsidiaries, then none of such dividend shall be declared or paid;

	(iv)	subject to sub-paragraph (v) below, the Non-cumulative Convertible Euro Preference Shares shall carry no further right to participate in the profits of the Company and if and to the extent that any dividend or part thereof is on any occasion not paid for the reasons described in sub-paragraph (ii) or (iii) above, the holders of such shares shall have no claim in respect of such non-payment;

	(v)	if any dividend or part thereof on any Non-cumulative Convertible Euro Preference Share is not payable for the reasons specified in sub-paragraphs (ii) or (iii) above and if they so resolve, the Directors may, subject to the Statutes, pay a special non-

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		cumulative preferential dividend on the Non-cumulative Convertible Euro Preference Shares at a rate not exceeding € 0.01 per share (but so that reference elsewhere in this Schedule 2 and in these presents to any dividend payable on any Non-cumulative Convertible Euro Preference Shares shall not be treated as including a reference to any such special dividend);

	(vi)	if any date on which dividends are payable on Non-cumulative Convertible Euro Preference Shares is not a day on which TARGET is operating and banks in London are open for business, and on which foreign exchange dealings may be conducted in London (a ‘‘Euro Business Day’’), then payment of the dividend payable on such date will be made on the succeeding Euro Business Day and without any interest or other payment in respect of such delay unless such day shall fall within the next calendar month whereupon such payment will be made on the preceding Euro Business Day; for these purposes ‘‘TARGET’’ means the Trans-European Real-Time Gross Settlement Express Transfer (TARGET) system;

	(vii)	dividends payable on Non-cumulative Convertible Euro Preference Shares shall accrue from and to the dates determined by the Directors prior to allotment thereof, and the amount of dividend payable in respect of any period shorter than a full dividend period will be calculated on the basis of twelve 30 day months, a 360 day year and the actual number of days elapsed in such period;

	(viii)	if any dividend stated to be payable on the Non-cumulative Convertible Euro Preference Shares on the most recent dividend payment date has not been declared and paid in full, or if a sum has not been set aside to provide for such payment in full, no dividends may be declared on any other share capital of the Company (other than the Cumulative Preference Shares), and no sum may be set aside for the payment thereof, unless, on the date of declaration relative to any such payment, an amount equal to the dividend stated to be payable on the Non-cumulative Convertible Euro Preference Shares in respect of the then current dividend period is set aside for the payment in full of such dividend on the dividend payment date relating to the then current dividend period; and

	(ix)	if any dividend stated to be payable on the Non-cumulative Convertible Euro Preference Shares on any dividend payment date has not been declared and paid in full, or if a sum has not been set aside to provide for such payment in full, the Company may not redeem or purchase or otherwise acquire for any consideration any other share capital of the Company, and may not set aside any sum nor establish any sinking fund for the redemption or purchase or other such acquisition thereof, until such time as dividends stated to be payable on the Non-cumulative Convertible Euro Preference Shares in respect of successive dividend periods together aggregating no less than twelve months shall thereafter have been declared and paid in full.

2.3	Capital

	The right on a winding up or liquidation, voluntary or otherwise other than (unless otherwise provided by the terms of issue of such share) a redemption or purchase by the Company of any shares of any class to receive in Euro out of the surplus assets of the Company available for distribution amongst the members:-

(i)

after payment of the arrears (if any) of the fixed cumulative preferential dividends stated to be payable on the Cumulative Preference Shares to the

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		holders thereof in accordance with Article 4(B) FIRSTLY and pari passu with the holders of any other New Preference Shares expressed to rank pari passu therewith as regards participation in profits and in priority to the holders of the Ordinary Shares of the Company a sum equal to:-

		(A) the amount of any dividend which is due for payment after the date of commencement of the winding up or liquidation but which is payable in respect of a period ending on or before such date; and (B) any further amount of dividend payable in respect of the period from the preceding dividend payment date to the date of payment in accordance with this sub-paragraph (i); but only to the extent that any such amount or further amount was, or would have been payable as a dividend in accordance with or pursuant to this Part of Schedule 2 (other than pursuant to this provision); and

	(ii)	subject thereto, pari passu with the holders of the Cumulative Preference Shares and any other New Preference Shares expressed to rank pari passu therewith as regards participation in surplus assets in priority to the holders of the Ordinary Shares of the Company, a sum equal to the amount paid up or credited as paid up on the Non-cumulative Convertible Euro Preference Shares (including any premium paid to the Company in respect thereof on issue).

		If upon any such winding-up or liquidation, the amounts available for payment are insufficient to cover the amounts payable in full on the Cumulative Preference Shares, the Non-cumulative Convertible Euro Preference Shares and on any other New Preference Shares expressed to rank pari passu therewith as regards participation in surplus assets, then the holders of the Cumulative Preference Shares, the Non-cumulative Convertible Euro Preference Shares and such other New Preference Shares will share rateably in the distribution of surplus assets (if any) in proportion to the full respective preferential amounts to which they are entitled. No Non-cumulative Convertible Euro Preference Share shall confer any right to participate in the surplus assets of the Company other than that set out in this paragraph 2.3.

2.4	Receipt of Notices

	The right to have sent to the holder of each Non-cumulative Convertible Euro Preference Share (at the same time as the same are sent to the holders of Ordinary Shares) a copy of the Company’s Annual Report and Accounts and Interim Financial Statement together with notice of any General Meeting of the Company at which such holder is entitled to attend and vote.

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2.5	Attendance and Voting at Meetings

	The right to attend at a General Meeting of the Company and to speak to or vote upon any Resolution proposed thereat in the following circumstances:-

	(i)	in respect of a Resolution which is to be proposed at the Meeting either varying or abrogating any of the rights attached to the Non-cumulative Convertible Euro Preference Shares or proposing the winding up of the Company (and then in each such case only to speak to and vote upon any such Resolution);

	(ii)	in circumstances where the dividend stated to be payable on the Non-cumulative Convertible Euro Preference Shares in respect of such number of dividend periods as the Directors shall determine prior to allotment thereof has not been declared and paid in full, and until such date as the Directors shall likewise determine; and

	(iii)	in such other circumstances as the Directors may determine prior to allotment of the Non-cumulative Convertible Euro Preference Shares,

	but not otherwise, together with the right, in such circumstances and on such terms, if any, as the Directors may determine prior to allotment of the Non-cumulative Convertible Euro Preference Shares, to seek to requisition a General Meeting of the Company. Whenever holders of Non-cumulative Convertible Euro Preference Shares are so entitled to vote on a Resolution, on a show of hands every such holder who is present in person, and every proxy present who has been duly appointed by any such holder, shall have one vote and, on a poll, every such holder who is present in person or by proxy shall have such number of votes for each Non-cumulative Convertible Euro Preference Share held as may be determined by the Directors prior to allotment of such Non-cumulative Convertible Euro Preference Shares.

2.6	Redemption

	Each series of Non-cumulative Convertible Euro Preference Shares shall, subject to the provisions of the Statutes, be redeemable at the option of the Company in accordance with the following provisions:-

(A)

the Company may, subject thereto, redeem on any Redemption Date (as hereinafter defined) all or some only of the Non-cumulative Convertible Euro Preference Shares by giving to the holders of the Non-cumulative Convertible Euro Preference Shares to be redeemed not less than 120 days’ nor more than 150 days’ prior notice in writing (a ‘‘Notice of Redemption’’) of the relevant Redemption Date. ‘‘Redemption Date’’ means, in relation to a Non-cumulative Convertible Euro Preference Share, any date which falls no earlier than five years and one day (or such longer period (if any) as may be fixed by the Directors prior to allotment of such Share) after the date of allotment of the Non-cumulative Convertible Euro Preference Share to be redeemed. The Company shall not be entitled (save with the consent of the relevant holder) to give a Notice of Redemption under this sub-paragraph (A) in respect of any share for which a Conversion Notice (as defined in paragraph 5 of Part 4 of

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		this Schedule 2) has been given in accordance with that Part and not withdrawn;

	(B)	there shall be paid on each Non-cumulative Convertible Euro Preference Share so redeemed, in Euro, the aggregate of the nominal amount thereof together with any premium paid on issue and together with arrears (if any) of dividends thereon (whether earned or declared or not) in respect of the period from the dividend payment date last preceding the Redemption Date to the Redemption Date;

	(C)	in the case of a redemption of some only of the Non-cumulative Convertible Euro Preference Shares in any series, the Company shall for the purpose of determining the particular Non-cumulative Convertible Euro Preference Shares to be redeemed cause a drawing to be made at the Office or such other place as the Directors may approve in the presence of the Auditors for the time being of the Company, provided that there shall be excluded from such drawing any Non-cumulative Convertible Euro Preference Shares to be converted pursuant to Part 4 of this Schedule 2;

	(D)	any Notice of Redemption given under sub-paragraph (A) above shall specify the applicable Redemption Date, the particular Non-cumulative Convertible Euro Preference Shares to be redeemed and the redemption price (specifying the amount of the accrued and unpaid dividend per share to be included therein and stating that dividends on the Non-cumulative Convertible Euro Preference Shares to be redeemed will cease to accrue on redemption), and shall state the place or places at which documents of title in respect of such Non-cumulative Convertible Euro Preference Shares are to be presented and surrendered for redemption and payment of the redemption monies is to be effected. Upon such Redemption Date, the Company shall redeem the particular Non-cumulative Convertible Euro Preference Shares to be redeemed on that date subject to the provisions of this paragraph and of the Statutes. No defect in the Notice of Redemption or in the giving thereof shall affect the validity of the redemption proceedings;

	(E)	subject to sub-paragraph (I) below, the provisions of this and the following sub-paragraph shall have effect in relation to Non-cumulative Convertible Euro Preference Shares for the time being issued and registered in the Register of Members (‘‘Registered Shares’’) and represented by certificates (‘‘Certificates’’) and in relation to Non-cumulative Convertible Euro Preference Shares which, in accordance with Article 52 of these presents, are for the time being issued and represented by a Warrant (as defined in the said Article 52) (‘‘Bearer Shares’’). Payments in respect of the amount due on redemption of a Registered Share shall be made by Euro cheque drawn on a bank in London or upon the request of the holder or joint holders not later than the date specified for the purpose in the Notice of Redemption by transfer to a Euro account maintained by the payee with a bank in London. Such payment will be against presentation and surrender of the relative Certificate at the place or one of the places specified in the Notice of Redemption and if any Certificate so surrendered includes any Non-cumulative Convertible Euro Preference Shares not to be redeemed on the relevant Redemption Date (other than Non-cumulative Convertible Euro Preference Shares to be converted pursuant to Part 4 of this Schedule 2) the Company shall within fourteen days

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		thereafter issue to the holder, free of charge, a fresh Certificate in respect of such Non-cumulative Convertible Euro Preference Shares. Payment in respect of the amount due on redemption of a Bearer Share shall be made by Euro cheque drawn on a bank in London or upon the request of the holder not later than the date specified for the purpose in the Notice of Redemption by transfer to a Euro account maintained by the payee with a bank in London. Such payments will be made against presentation and surrender of the Warrant and all unmatured dividend coupons and talons (if any) at the place or the places specified in the Notice of Redemption. Upon the relevant Redemption Date all unmatured dividend coupons and any talon for additional dividend coupons appertaining thereto (whether or not returned) shall become void and no payment will be made in respect thereof. If the Warrant so surrendered represents any Non-cumulative Convertible Euro Preference Shares not to be redeemed on the relevant Redemption Date (other than Non-cumulative Convertible Euro Preference Shares to be converted pursuant to Part 4 of this Schedule 2) the Company shall issue, free of charge, a fresh Warrant representing such Bearer Shares which are not to be redeemed on such Redemption Date.

		All payments in respect of redemption monies will in all respects be subject to any applicable fiscal or other laws;

	(F)	as from the relevant Redemption Date the dividend on the Non-cumulative Convertible Euro Preference Shares due for redemption shall cease to accrue except on any such Non-cumulative Convertible Euro Preference Share in respect of which, upon the due surrender of the Certificate or, as the case may be, the Warrant and all unmatured dividend coupons and talons (if any) in respect thereof, in accordance with sub-paragraph (E) above, payment of the redemption monies due on such Redemption Date shall be improperly withheld or refused, in which case such dividend, at the rate then applicable, shall be deemed to have continued and shall accordingly continue to accrue from the relevant Redemption Date to the date of payment of such redemption monies. Such Non-cumulative Convertible Euro Preference Share shall not be treated as having been redeemed until the redemption monies in question together with the accrued dividend thereon shall have been paid;

	(G)	if the due date for the payment of the redemption monies on any Non-cumulative Convertible Euro Preference Shares is not a Euro Business Day then payment of such monies will be made on the next succeeding day which is a Euro Business Day and without any interest or other payment in respect of such delay unless such day shall fall within the next calendar month whereupon such payment will be made on the preceding Euro Business Day;

	(H)	the receipt of the holder for the time being of any Registered Share (or in the case of joint holders the receipt of any one of them) and the receipt of the person delivering any Warrant to the place or one of the places specified pursuant to sub-paragraph (D) above in respect of the monies payable on redemption on such Registered Share or, as the case may be, such Bearer Share, shall constitute an absolute discharge to the Company; and

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(I)

subject as aftermentioned, the provisions of sub-paragraphs (E) and (F) above shall have effect in relation to Registered Shares which are in uncertificated form within the meaning of the Uncertificated Securities Regulations 1995 (as in force on the date of adoption of this Schedule 2) in the same manner as they have effect in relation to Registered Shares represented by Certificates, save that (i) any provision of the said paragraphs requiring presentation and surrender of a Certificate shall be satisfied in the manner prescribed or permitted by the said Regulations (or by any enactment or subordinate legislation which amends or supersedes those Regulations) or (subject to those Regulations or such enactment or subordinate legislation) in such manner as may from time to time be prescribed by the Directors), and (ii) the Company shall not be under any obligation to issue a fresh Certificate under sub-paragraph (E).

2.7	Purchase

	Subject to the provisions of the Statutes and any other applicable laws, the Company may at any time and from time to time purchase any Non-cumulative Convertible Euro Preference Shares upon such terms as the Directors shall determine provided that, in the case of Non-cumulative Convertible Euro Preference Shares which are listed on the London Stock Exchange, the purchase price, exclusive of expenses and accrued dividends, shall not exceed (i) in the case of a purchase in the open market, or by tender (which shall be available alike to all holders of the Non-cumulative Convertible Euro Preference Shares), the average of the closing middle market quotations of such Non-cumulative Convertible Euro Preference Shares on the London Stock Exchange (as derived from The London Stock Exchange Daily Official List) for the last ten dealing days preceding the date of purchase or (if higher), in the case of a purchase in the open market only, the market price on the date of purchase provided that such market price is not more than 105 per cent of such average and (ii) in the case of a purchase by private treaty, 120 per cent of the closing middle market quotation of such Non-cumulative Convertible Euro Preference Shares on the London Stock Exchange (as derived from The London Stock Exchange Daily Official List) for the last dealing day preceding the date of purchase: but so that this proviso shall not apply to any purchase of Non-cumulative Convertible Euro Preference Shares made in the ordinary course of a business of dealing in securities.

2.8	Conversion

	The Non-cumulative Convertible Euro Preference Shares shall be convertible into Ordinary Shares in the manner set out in (and subject to the provisions of) Part 4 of this Schedule 2. The provisions of paragraph 2.6 of this Part 3 regarding redemption are without prejudice to any provisions in the said Part 4 providing for the effecting of conversion by means of redemption.

(a)

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any shares of any class or any security convertible into shares of any class ranking as regards rights to participate in the profits or assets of the Company (other than on a redemption or purchase by the Company of any such shares) in priority to the Non-cumulative Convertible Euro Preference Shares.

	(b)	The special rights attached to any series of Non-cumulative Convertible Euro Preference Shares allotted or in issue shall not (unless otherwise provided by their terms of issue) be deemed to be varied by the creation or issue of any New Shares ranking as regards participation in the profits or assets of the Company in some or all respects pari passu with or after such Non-cumulative Convertible Euro Preference Shares. Any new shares ranking in some or all respects pari passu with such Non-cumulative Convertible Euro Preference Shares may without their creation or issue being deemed to vary the special rights attached to any Non-cumulative Convertible Euro Preference Share then in issue either carry rights identical in all respects with such Non-cumulative Convertible Euro Preference Shares or any of them or carry rights differing therefrom in any respect, including, but without prejudice to the generality of the foregoing, in that:-

		(i) the rate or means of calculating the dividend may differ and the dividend may be cumulative or non-cumulative; (ii) the New Shares or any series thereof may rank for dividend as from such date as may be provided by the terms of issue thereof and the dates for payment of dividend may differ; (iii) the New Shares may be denominated in Sterling or in any Foreign Currency; (iv) a premium may be payable on return of capital or there may be no such premium; (v) the New Shares may be redeemable at the option of the holder or of the Company, or may be non-redeemable and if redeemable at the option of the Company, they may be redeemable at different dates and on different terms from those applying to the Non-cumulative Convertible Euro Preference Shares; and (vi) the New Shares may be convertible into Ordinary Shares or any other class of shares ranking as regards participation in the profits and assets of the Company pari passu with or after such Non-cumulative Convertible Euro Preference Shares in each case on such terms and conditions as may be prescribed by the terms of issue thereof.

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PART 4

Conversion of Convertible Preference Shares


1.	Each holder of Convertible Preference Share(s) shall be entitled in the manner set out in (and subject to the provisions of) this Part 4 to convert into fully paid Ordinary Shares such of his Convertible Preference Shares as have not, as at the Conversion Notice Date, either been redeemed or been the subject of a valid Notice of Redemption given under paragraph 2.6 of Part 1, 2 or 3 (as applicable) of this Schedule 2 and specifying a date on or before the Second Conversion Date as the Redemption Date.

2.	For the purposes of this Part 4:

	(A)	the First Conversion Date shall be 25 London Stock Exchange dealing days prior to the Second Conversion Date and the Second Conversion Date shall be, in relation to any Convertible Preference Share, the date specified as such by the Directors prior to allotment thereof which falls not earlier than five years and one day after the issue of that share;

	(B)	the Conversion Notice Date shall be 120 days prior to the Second Conversion Date;

	(C)	the conversion right shall be exercisable by completion of a Conversion Notice (as defined in paragraph 5 below) submitted by holders of Convertible Preference Shares (‘‘Converting Holders’’) setting out the number of Convertible Preference Shares which are to be converted pursuant to such notice (the ‘‘Conversion Amount’’) and lodging such Conversion Notice with the Company’s Registrar at any time during the period and in the manner referred to in paragraph 8 below;

	(D)	the Redemption Amount in relation to a Convertible Preference Share means the nominal amount thereof together with any premium paid on issue;

	(E)	The First Exchange Rate shall be the applicable Foreign Currency/Sterling exchange rate determined by the Broker (as defined below) as determination agent by taking the weighted average (rounded, if necessary, to the nearest £0.0001, £0.00005 being rounded upwards) of the spot rate of exchange for the purchase of the Foreign Currency in which the relevant Conversion Amount is denominated with Sterling as quoted at the request of the Broker by three major banks in the London foreign exchange market selected by the Broker at 11:00 a.m. (London time) on each day during the Broker Bid Period (as defined below) that such banks provide such quote to the Broker. The Second Exchange Rate shall be the applicable Foreign Currency/Sterling exchange rate determined by the Broker as determination agent by taking the weighted average (rounded, if necessary, to the nearest £0.0001, £0.00005 being rounded upwards) of the spot rate of exchange for the purchase of the Foreign Currency in which the relevant Conversion Amount is denominated with sterling as quoted at the request of the Broker by three major banks in the

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London foreign exchange market selected by the Broker at 11:00 a.m. (London time) on each day during the Calculation Period (as defined below) that such banks provide such request to the Broker. For the avoidance of doubt, references in this Part 4 to the conversion of any Conversion Price into the Foreign Currency in which the relevant Conversion Amount is denominated shall only apply in the case of a Conversion Amount denominated in Foreign Currency, and shall otherwise be disregarded.

	Each Convertible Preference Share which is the subject of a Conversion Notice shall be subject to the cash settlement provisions of this Part 4. The Company will use its reasonable endeavours, to the extent permitted by applicable law, to arrange for the sale of the Ordinary Shares into which such Convertible Preference Shares will convert so as to raise net cash proceeds of an amount equal to the aggregate Redemption Amount of such Convertible Preference Shares. The sale will be conducted by means of a process pursuant to which a broker selected by the Company (the ‘‘Broker’’) will solicit bids for the relevant Ordinary Shares (the ‘‘Placing’’). Such bids will be solicited during the period of the 20 London Stock Exchange dealing days ending five London Stock Exchange dealing days before the First Conversion Date (the ‘‘Broker Bid Period’’).

3.	The number of Ordinary Shares to be issued on the conversion of each Convertible Preference Share shall be determined by dividing the Redemption Amount by the Conversion Price.

	(A)	In the case of Convertible Preference Shares which are converted on the First Conversion Date, the Conversion Price shall be established by reference to the bids received and accepted by the Broker pursuant to the Placing and shall be converted into the Foreign Currency in which the relevant Conversion Amount is denominated by reference to the First Exchange Rate (provided that the Company will not in any circumstances be obliged to issue Ordinary Shares in connection with the Placing at a price per share of less than either (aa) 95% of the weighted average closing price per Ordinary Share on the London Stock Exchange during the Broker Bid Period; or (bb) their nominal amount. The Directors shall specify prior to allotment of any particular series of Convertible Preference Shares which of (aa) or (bb) shall apply in respect of that series (the ‘‘Base Price’’)). The Conversion Price shall be the highest price per Ordinary Share at or above the Base Price at which the Broker is able to place Ordinary Shares so as to raise net cash proceeds (converted as aforesaid) of an amount equal to the aggregate Redemption Amount of the Conversion Amount.

		On the First Conversion Date:

		(i) the Company shall issue to the Broker or as the Broker shall direct the Ordinary Shares so placed (and lodging by a Converting Holder of a Conversion Notice with the Company’s Registrar shall be deemed irrevocably to authorise and instruct the Directors to allot the Ordinary Shares arising on conversion of his Convertible Preference Shares pursuant to this Part 4 to the Broker or as the Broker shall direct); (ii) the Broker shall collect the net cash proceeds of the Placing, exchange such proceeds at the First Exchange Rate into the currency in which the

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Convertible Preference Shares which have been converted are denominated and hold such proceeds in separate bank account(s) until the Second Conversion Date.

	(B)	On the Second Conversion Date the net cash proceeds of the Placing (if any) held by the Broker (the ‘‘Total Cash Amount’’) shall be paid to the Converting Holders such that each Converting Holder receives the Redemption Amount of his Conversion Amount, provided that if the Total Cash Amount falls short of the aggregate Redemption Amount of the Conversion Amount:

		(i) the Total Cash Amount shall be paid to the Converting Holders pro rata to their holding of Conversion Amount, (and the amount (if any) by which the cash paid or payable to a Converting Holder falls short of the aggregate Redemption Amount of his Conversion Amount shall be the ‘‘Remaining Redemption Amount’’); and (ii) the Company shall issue to each Converting Holder the whole number of Ordinary Shares (if any) calculated by dividing the Remaining Redemption Amount by the Conversion Price, being 95% of the weighted average closing price per Ordinary Share on the London Stock Exchange during the period of the 20 London Stock Exchange dealing days ending five London Stock Exchange dealing days before the Second Conversion Date (the ‘‘Calculation Period’’) (converted into Sterling at the Second Exchange Rate).

	Fractions of Ordinary Shares will not be issued on conversion and no cash adjustment will be made. However, if more than one Convertible Preference Share held by any holder is to be converted and the Ordinary Shares arising on conversion are to be registered in the same name, the number of Ordinary Shares to be issued in respect thereof shall be calculated on the basis of the aggregate Redemption Amount of such Convertible Preference Shares.

	If at the time that the Conversion Price or Base Price is to be calculated the Ordinary Shares are not listed and traded on the London Stock Exchange, references in this article to the London Stock Exchange shall be to such other exchange on which the Ordinary Shares are listed and traded.

4.	The entitlement of holders of Convertible Preference Shares to convert such shares into fully paid Ordinary Shares shall be conditional on:-

	(A)	the Company, as at the First Conversion Date or the Second Conversion Date (as the case may be), having sufficient authorised but unissued share capital to issue the Ordinary Shares falling to be issued on such date in connection with the conversion of Convertible Preference Shares;

	(B)	the number of Ordinary Shares into which the Directors have been authorised pursuant to Section 80 of the 1985 Act to issue rights to convert being sufficient, as at the First Conversion Date or the Second Conversion Date (as the case may be) to allot the Ordinary Shares falling to be allotted on such date in connection with the conversion of Convertible Preference Shares or the Directors having been authorised

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		prior to such date pursuant to section 80 to allot such shares (together with the condition set out in (A) above, the ‘‘Relevant Shareholder Approvals’’); and

	(C)	the delivery by the relevant Converting Holder of the Certificates (or an appropriate form of indemnity) for such Convertible Preference Shares as are the subject of a Certificated Conversion Notice (as defined in paragraph 6 below) or (as the case may be) the transfer of such Convertible Preference Shares as are the subject of an Uncertificated Conversion Notice (as defined in paragraph 7 below) into such account as may be specified in such notice.

The Company undertakes to review, prior to each Annual General Meeting (the ‘‘relevant Annual General Meeting’’), whether sufficient Relevant Shareholder Approvals would be available to permit the allotment and issue of three times the number of Ordinary Shares that would fall to be allotted and issued if all of the Convertible Preference Shares were to be converted into Ordinary Shares on a deemed conversion date (the ‘‘Deemed Conversion Date’’) which was 60 days prior to the relevant Annual General Meeting, using a deemed Conversion Price of 95% of the weighted average closing price per Ordinary Share on the London Stock Exchange during the 20 London Stock Exchange dealing days ending five London Stock Exchange dealing days prior to such Deemed Conversion Date converted into the Foreign Currency in which the relevant Conversion Amount is denominated by reference to the First Exchange rate provided that for these purposes the Broker Bid Period shall be the 20 London Stock Exchange dealing days ending five London Stock Exchange dealing days prior to such Deemed Conversion Date. If and to the extent that the Relevant Shareholder Approvals would be insufficient to permit the allotment and issue of three times the number of Ordinary Shares that would fall to be so allotted and issued, the Company undertakes to propose such resolutions at the relevant succeeding Annual General Meeting, that, when approved, would permit the allotment and issue of three times the number of Ordinary Shares that would fall to be so allotted and issued.

If the Relevant Shareholder Approvals are insufficient to permit the allotment and issue of such number of Ordinary Shares as fall to be allotted and issued on the First Conversion Date or the Second Conversion Date in connection with the conversion of Convertible Preference Shares, the Company undertakes to convert the maximum number of Convertible Preference Shares which it is legally permitted to convert under the existing Relevant Shareholder Approvals pro rata to the respective Conversion Amounts of Converting Holders. Converting Holders may, within 60 days of the Second Conversion Date submit a written notice to the Company (the ‘‘Withdrawal Notice’’) setting out the number of Convertible Preference Shares which they wish to withdraw from the conversion procedure set out in this Part 4. Any Convertible Preference Shares so withdrawn will lose the right to convert into Ordinary Shares. In relation to any Convertible Preference Shares so withdrawn which are the subject of a Certificated Conversion Notice, the Company will as soon as practicable after receipt of the relevant Withdrawal Notice, return the relevant Certificates for such shares which were lodged with the relevant Conversion Notice. In relation to any Convertible Preference Shares so withdrawn which are the subject of an Uncertificated Conversion Notice, the Company will as soon as practicable after receipt of the relevant Withdrawal Notice, transfer the relevant Convertible Preference Shares into such account as may be specified by the relevant Converting Holder. Any

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Convertible Preference Shares which were the subject of a Conversion Notice and which could not be converted under the Relevant Shareholder Approvals in place as at the First Conversion Date and the Second Conversion Date and which are not the subject of a Withdrawal Notice shall be ‘‘Unconverted Preference Shares’’. The Company undertakes that for so long as Unconverted Preference Share(s) remain outstanding, such resolutions will be proposed at each subsequent Annual General Meeting that, when approved, would permit the conversion of the Unconverted Preference Shares. Following shareholder approval of the relevant resolutions, the Unconverted Preference Shares will be converted into Ordinary Shares and paragraphs 2 and 3 of this Part 4 shall apply to the conversion of such Unconverted Preference Shares subject to the following amendments:-

	(A)	the Second Conversion Date shall be 60 London Stock Exchange dealing days after the granting of shareholder approval for the relevant resolutions; and

	(B)	the Conversion Price shall be converted into the Foreign Currency in which the relevant Conversion Amount is denominated by reference to the Second Exchange Rate, provided that for these purposes the Calculation Period shall be the 20 London Stock Exchange dealing days ending five London Stock Exchange dealing days prior to the Second Conversion Date.

5.	For the purposes of this Part 4, a Conversion Notice means, in relation to any Convertible Preference Shares that, as at the date of such notice, are Registered Shares (as defined in Part 1, 2 or 3 (as the case may be) of this Schedule 2), a Certificated Conversion Notice (as defined in paragraph 6 below) or, in relation to any Convertible Preference Shares that, as at the date of such notice, are Bearer Shares (as defined in Part 1, 2 or 3 (as the case may be) of this Schedule 2), an Uncertificated Conversion Notice (as defined in paragraph 7 below).

6.	In relation to any Convertible Preference Shares that, as at the date of the relevant Conversion Notice are Registered Shares, the right to convert shall be exercised if the registered holder of any such Convertible Preference Shares, shall have delivered to the Company’s Registrar, at any time during the period referred to in paragraph 8 below, a duly signed and completed Conversion Notice in such form as may from time to time be prescribed by the Directors (and obtainable from the Company’s Registrar) (a ‘‘Certificated Conversion Notice’’) together with the Certificate for such shares (or an appropriate form of indemnity).

7.	In relation to any Convertible Preference Shares that, as at the date of the relevant Conversion Notice, are Bearer Shares, the right to convert shall be exercised if an Uncertificated Conversion Notice is received as referred to below at any time during the period referred to in paragraph 8 below. For these purposes, an Uncertificated Conversion Notice shall mean an instruction and/or notification received by the Company or such person as it may require in such form and having such effect as may in each case from time to time be prescribed by the Directors (subject always to the facilities and requirements of the relevant system) and details of which shall be obtainable from the Company’s Registrar. Without prejudice to the generality of the foregoing, the form of Conversion Notice referred to above may be such as to require the holder of the Convertible Preference Shares concerned to transfer such

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	Convertible Preference Shares into such account as may be specified by the Company in the Uncertificated Conversion Notice.

8.	The period referred to in paragraphs 6 and 7 above for the delivery of a Conversion Notice is the period falling not less than 90 and not more than 120 days prior to the Second Conversion Date. Unless the Directors otherwise determine in any case or cases, a Conversion Notice once delivered shall be irrevocable (save by means of a valid Withdrawal Notice given pursuant to paragraph 4).

9.	The following provisions shall apply to conversion of the Convertible Preference Shares:-

	(A)	conversion may be effected in such manner as the Directors shall, subject to the requirements of applicable law and the provisions hereof, from time to time determine and, without prejudice to the generality of the foregoing, may be effected:

		(aa) by the redemption of Convertible Preference Shares on the relevant Conversion Date for the Redemption Amount (converted into Sterling by reference to the rate which the Directors determine on the First Conversion Date in the case of Convertible Preference Shares converted on the First Conversion Date and on the Second Conversion Date in the case of Convertible Preference Shares converted on the Second Conversion Date to be the appropriate rate for the purchase of Sterling with the currency in which the relevant Redemption Amount is denominated) and the application of the redemption moneys on behalf of the holder of the Convertible Preference Shares so redeemed as herein provided. In the case of a conversion effected by means of the redemption of Convertible Preference Shares, the Directors may effect redemption of the relevant Convertible Preference Shares out of profits of the Company which would otherwise be available for dividend, out of the proceeds of a fresh issue of shares or in any other manner for the time being permitted by law. In the case of redemption out of profits, the Directors shall apply the Redemption Amount (converted into Sterling as aforesaid) in the name of the holder of the Convertible Preference Shares to be converted in subscribing for the appropriate number of Ordinary Shares as determined in accordance with the provisions hereof at such premium per Ordinary Share as shall represent the amount (if any) by which the aggregate Redemption Amount (converted into Sterling as aforesaid) exceeds the aggregate nominal amount of the Ordinary Shares to which the holder is so entitled divided by the number of such Ordinary Shares. In the case of redemption out of the proceeds of a fresh issue of shares, the Directors may arrange for the issue of the appropriate number of Ordinary Shares to the secretary of the Company or any other person selected by the Directors on terms that such person will subscribe and pay, as agent on the holder’s behalf, for such shares at such premium per Ordinary Share as shall represent the amount (if any) by which the aggregate Redemption Amount (converted into Sterling as aforesaid) exceeds the aggregate nominal amount of the Ordinary Shares to which the holder is so entitled divided by the number of such Ordinary Shares (and such person shall be deemed to have authority to borrow for such purpose) and, in any such case, the Conversion Notice given by or relating to a holder of the relevant

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Convertible Preference Shares shall be deemed irrevocably to authorise and instruct the Directors to apply the Redemption Amount (converted into Sterling as aforesaid) in payment to the holder’s agent, who shall be entitled to retain the same for his own benefit without being accountable therefor to the holder. In relation to any Convertible Preference Shares which at the date of the relevant Conversion Notice are Bearer Shares, and which are to be redeemed in accordance with this paragraph 9(A)(aa) the Directors shall be entitled in their absolute discretion to determine the procedures for the redemption and cancellation of such Convertible Preference Shares (subject always to the facilities and requirements of the relevant system concerned and to the redemption on the relevant Conversion Date of the Convertible Preference Shares concerned) and the provisions of this paragraph shall apply mutatis mutandis in respect of such redemption; or

(bb) by means of a capitalisation issue and consolidation. In that case the requisite capitalisation issue and consolidation may be effected pursuant to the authority conferred by the passing of the resolution which created the Convertible Preference Shares, by the Company capitalising from profits or reserves (including any share premium account or capital redemption reserve) such number of new Ordinary Shares as shall bring the total nominal amount of the Convertible Preference Shares (converted into sterling by reference to the rate which the Directors determine on the First Conversion Date in the case of Convertible Preference Shares converted on the First Conversion Date and on the Second Conversion Date in the case of Convertible Preference Shares converted on the Second Conversion Date to be the appropriate rate for the purchase of Sterling with the currency in which the relevant Redemption Amount is denominated) and the new Ordinary Shares to at least the total nominal amount of the Ordinary Shares into which the Convertible Preference Shares will convert on the relevant Conversion Date, consolidating all the relevant shares into one share (the ‘‘Consolidated Share’’) and sub-dividing the Consolidated Share into the number of Ordinary Shares arising from the conversion of the Convertible Preference Shares. The balance of such sub-divided share (including any fraction) shall be non-voting deferred shares of such nominal amount as the Directors may determine (‘‘Non-Voting Deferred Shares’’), shall be certificated shares and shall have the following rights and restrictions:-

	(1)	on a winding-up or other return of capital, the Non-Voting Deferred Shares shall entitle the holders of the shares only to payment of the amounts paid up on those shares, after repayment to the holders of the Ordinary Shares of the nominal amount paid up on the Ordinary Shares held by them respectively and the payment of £0.01 on each Ordinary Share;

	(2)	the Non-Voting Deferred Shares shall not entitle the holders of the shares to the payment of any dividend or to receive notice of or to attend or vote at any general meeting of the Company;

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	(3)	the Non-Voting Deferred Shares shall not, save as provided in sub-paragraph (4) below, be transferable;

	(4)	such conversion shall be deemed to confer irrevocable authority on the Company to appoint any person to execute on behalf of the holders of any Non-Voting Deferred Shares an instrument of transfer of the shares, and/or an agreement to transfer the shares, to such person or persons as the Company may determine as a custodian of the shares or to purchase or to cancel the shares in accordance with the provisions of the Statutes in any such case for not more than £0.01 for all the shares being transferred, purchased or cancelled (to be paid to such one of the holders as may be selected by lot) without obtaining the sanction of the holder or holders of the shares, and pending such transfer or purchase or cancellation to retain the certificate for such Non-Voting Deferred Shares; and

	(5)	the Company may at its option at any time after the creation of any Non-Voting Deferred Shares redeem all of those shares then in issue at a price not exceeding £0.01 for all the shares redeemed at any one time (to be paid to such one of the holders as may be selected by lot), upon giving the holders of the Non-Voting Deferred Shares not less than 28 days’ previous notice in writing of its intention so to do, fixing a time and place for the redemption. The Non-Voting Deferred Shares will not be listed on the London Stock Exchange. Upon or after the redemption of any Non-Voting Deferred Shares pursuant to this sub-paragraph (bb) the Directors may pursuant to the authority conferred by the passing of the resolution which created the Convertible Preference Shares consolidate and/or sub-divide and/or convert the authorised Non-Voting Deferred Share capital existing as a consequence of such redemption into shares of any other class of share capital into which the authorised share capital of the Company is or may at that time be divided of a like nominal amount (as nearly as may be) as the shares of such class or into unclassified shares of the same nominal amount (as nearly as may be) as the shares of such class or into unclassified shares of the same nominal amount as the Non-Voting Deferred Shares;

(B)

the preferential dividend on Convertible Preference Shares which converted pursuant to this Part 4 shall cease to accrue with effect from the First Conversion Date in the case of Convertible Preference Shares converted on such date and with effect from the Second Conversion Date in the case of Convertible Preference Shares converted on such date. Ordinary Shares arising on conversion will be allotted and registered as of the First Conversion Date in the case of Ordinary Shares arising from Convertible Preference Shares converted on such date and as of the Second Conversion Date in the case of Ordinary Shares arising from Convertible Preference Shares converted on such date, in each case to and in the name of the holder of the relevant Convertible Preference Shares or, subject to paragraph 3(A)(i) of this Part 4, his nominee and

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		shall rank pari passu with the Ordinary Shares in issue on such Conversion Date except that the Ordinary Shares so allotted will not rank for any dividend or other distribution which has been announced, declared, recommended or resolved prior to such Conversion Date by the Directors or by the Company in general meeting to be paid or made, if the record date for such dividend or other distribution is on or prior to such Conversion Date or (in any other case) if and so far as an adjustment relating to the dividend, distribution or right has become effective;

	(C)	unless the Directors otherwise determine, or unless the Uncertificated Securities Regulations and/or the requirements of the relevant system otherwise require, the Ordinary Shares arising on conversion of any Convertible Preference Shares shall be or shall be issued (as appropriate) as certificated shares (where the Convertible Preference Shares converted were, on the date of the relevant Conversion Notice, Registered Shares or where the relevant Converting Holder has not specified a Crest account for this purpose in the relevant Uncertificated Conversion Notice) or as uncertificated shares (where the Convertible Preference Shares converted were, on the date of the relevant Conversion Notice, uncertificated shares and the relevant Converting Holder has specified a Crest account for this purpose in the relevant Uncertificated Conversion Notice), provided that if the Company is unable under the facilities and requirements of the relevant system to issue Ordinary Shares in respect of the person entitled thereto in uncertificated form, such shares shall be issued as certificated shares; and

	(D)	the Company shall procure that there shall be despatched or made free of charge (but uninsured and at the risk of the holder or the person entitled thereto, or the first-named thereof, as the case may be):-

		(aa) a certificate in respect of Ordinary Shares arising on conversion which are, in accordance with sub-paragraph (C) above, certificated shares, and a new certificate for any unconverted Convertible Preference Shares comprised in any share certificate surrendered by the holder, not later than 28 days after the relevant Conversion Date; and (bb) payment in respect of the accrued preferential dividend on the Convertible Preference Shares converted, on the payment date in respect of such dividend next following the relevant Conversion Date (unless such Conversion Date is also a dividend payment date, in which case on such dividend payment date).

	(E)	For the purposes of this paragraph 9, whether any Convertible Preference Shares are certificated shares or uncertificated shares on the relevant Conversion Date shall be determined by reference to the register of members as at 12.01 a.m. on the relevant Conversion Date or such other time as the Directors may (subject to the facilities and requirements of the relevant system concerned) in their absolute discretion determine.

	(F)	The Company shall use reasonable endeavours to procure that the Ordinary Shares arising on conversion of Convertible Preference Shares are admitted to the Official List of The London Stock Exchange at the earliest practicable date following issue and allotment of such.

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SCHEDULE 3

Non-Cumulative Category II Convertible Sterling Preference Shares

1.	The Non-cumulative Category II Convertible Sterling Preference Shares are New Preference Shares. They shall rank after the Cumulative Preference Shares to the extent specified in Article 4 and this Schedule 3, and shall rank pari passu inter se and (save as aforesaid) with the Cumulative Preference Shares and with all other New Preference Shares. They shall confer the rights and be subject to the restrictions set out or referred to in this Schedule 3. The Non-cumulative Category II Convertible Sterling Preference Shares may be issued in one or more separate series, and each series shall be identified in such manner as the Directors may determine without any such determination or identification requiring any alteration to these presents.

2.	Each Non-cumulative Category II Convertible Sterling Preference Share shall confer the following rights as to participation in the profits and assets of the Company, receipt of notices, attendance and voting at meetings, redemption and conversion:

2.1	Income

	The right (subject to the provisions of paragraph 2.2, if applicable) to a non-cumulative preferential dividend at nine per cent per annum, accruing daily, payable twice yearly on 31 March and 30 September (each a ''dividend payment date'' and each such period being a ''dividend period'') (whether earned or declared or not) with the first dividend payment date being 31 March 2000. References in these presents to a ''dividend'' on the Non-cumulative Category II Convertible Sterling Preference Shares include a reference to each dividend in respect of each dividend period applicable thereto and references in this Schedule to dividend payment dates and dividend periods are to dividend payment dates and dividend periods in respect of the Non-cumulative Category II Convertible Sterling Preference Shares only. Such dividends shall be paid in priority to the payment of any dividends on the Ordinary Shares. The Non-cumulative Category II Convertible Sterling Preference Shares shall rank for dividend after the Cumulative Preference Shares, pari passu with the Non-cumulative Sterling Preference Shares, the Non-cumulative Dollar Preference Shares, the Category II Non-cumulative Dollar Preference Shares, all other Convertible Preference Shares and all other New Preference Shares expressed to rank pari passu therewith as regards participation in profits and otherwise in priority to any other share capital in the Company.

2.2	Further provisions as to income

	The following provisions shall apply:

(i)

if, in the opinion of the Directors, the distributable profits of the Company are sufficient to cover the payment in full of dividends on the Non-cumulative Category II Convertible Sterling Preference Shares on any dividend payment date and also the payment in full of all other dividends stated to be payable on such date on any other New Preference Share expressed to rank pari passu

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		therewith as regards participation in profits, after payment in full, or the setting aside of a sum to cover the payment in full, of all dividends stated to be payable on such date on any Cumulative Preference Share, then each such dividend shall be paid in full;

	(ii)	if, in the opinion of the Directors, the distributable profits of the Company are insufficient to cover the payment in full of dividends on the Non-cumulative Category II Convertible Sterling Preference Shares on any dividend payment date and also the payment in full of all other dividends stated to be payable on such date on any other New Preference Share expressed to rank pari passu therewith as regards participation in profits, after payment in full, or the setting aside of a sum to cover the payment in full, of all dividends stated to be payable on or before such date on any Cumulative Preference Share, then dividends shall be paid pro rata for the Non-cumulative Category II Convertible Sterling Preference Shares and such other New Preference Shares to the extent of the available distributable profits (if any) to the intent that the amount of dividend paid per share on each such Non-cumulative Category II Convertible Sterling Preference Share and other New Preference Share will bear to each other the same ratio as the dividends accrued per share on each such Non-cumulative Category II Convertible Sterling Preference Share and other New Preference Share bear to each other. If it shall subsequently appear that any such dividend which has been paid should not, in accordance with the provisions of this sub-paragraph, have been so paid, then provided the Directors shall have acted in good faith, they shall not incur any liability for any loss which any shareholder may suffer in consequence of such payment having been made;

	(iii)	if, in the opinion of the Directors, the payment of any dividend on any Non-cumulative Category II Convertible Sterling Preference Shares would breach or cause a breach of the capital adequacy requirements of the Financial Services Authority (or any person or body to whom the banking supervision functions of the Financial Services Authority are transferred) applicable to the Company and/or any of its subsidiaries, then none of such dividend shall be declared or paid;

	(iv)	subject to sub-paragraph (v) below, the Non-cumulative Category II Convertible Sterling Preference Shares shall carry no further right to participate in the profits of the Company and if and to the extent that any dividend or part thereof is on any occasion not paid for the reasons described in sub-paragraph (ii) or (iii) above, the holders of such shares shall have no claim in respect of such non-payment;

	(v)	if any date on which dividends are payable on Non-cumulative Category II Convertible Sterling Preference Shares is not a day on which banks in London are open for business (a Sterling Business Day), then payment of the dividend payable on such date will be made on the succeeding Sterling Business Day and without any interest or other payment in respect of such delay unless such day shall fall within the next calendar month whereupon such payment will be made on the preceding Sterling Business Day;

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	(vi)	dividends payable on Non-cumulative Category II Convertible Sterling Preference Shares shall accrue from and including the date of issue thereof, and the amount of dividend payable in respect of any period shorter than a full dividend period will be calculated on the basis of twelve 30 day months, a 360 day year and the actual number of days elapsed in such period;

	(vii)	if any dividend stated to be payable on the Non-cumulative Category II Convertible Sterling Preference Shares on the most recent dividend payment date has not been paid in full, no dividends may be paid on any other share capital of the Company (other than the Cumulative Preference Shares); and

	(viii)	if any dividend stated to be payable on the Non-cumulative Category II Convertible Sterling Preference Shares on any dividend payment date has not been paid in full, or if a sum has not been set aside to provide for such payment in full, the Company may not redeem or purchase or otherwise acquire for any consideration any other share capital of the Company, and may not set aside any sum nor establish any sinking fund for the redemption or purchase of other such acquisition thereof, until such time as dividends stated to be payable on the Non-cumulative Category II Convertible Sterling Preference Shares in respect of successive dividend periods together aggregating no less than twelve months shall thereafter have been declared and paid in full.

2.3	Capital

	Subject to sub-paragraph 2.3(iii), the right on a winding up or liquidation, voluntary or otherwise other than (unless otherwise provided by the terms of issue of such share) a redemption or purchase by the Company of any shares of any class to receive in Sterling out of the surplus assets of the Company available for distribution amongst the members:

	(i)	after payment of the arrears (if any) of the fixed cumulative preferential dividends stated to be payable on the Cumulative Preference Shares to the holders thereof in accordance with Article 4(B) FIRSTLY and pari passu with the holders of any other New Preference Shares expressed to rank pari passu therewith as regards participation in profits and in priority to the holders of the Ordinary Shares of the Company a sum equal to:

	(A)	the amount of any dividend which is due for payment after the date of commencement of the winding up or liquidation but which is payable in respect of a period ending on or before such date; and

	(B)	any further amount of dividend payable in respect of the period from the preceding dividend payment date to the date of payment in accordance with this sub-paragraph (i); but only to the extent that any such amount or further amount was, or would have been payable as a dividend in accordance with or pursuant to this Schedule 3 (other than pursuant to this provision); and

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	(ii)	subject thereto, pari passu with the holders of the Cumulative Preference Shares and any other New Preference Shares expressed to rank pari passu therewith as regards participation in surplus assets in priority to the holders of the Ordinary Shares of the Company, a sum equal to the amount paid up or credited as paid up on the Non-cumulative Category II Convertible Sterling Preference Shares (including any premium paid to the Company in respect thereof on issue).

		If upon any such winding-up or liquidation, the amounts available for payment are insufficient to cover the amounts payable in full on the Cumulative Preference Shares, the Non-cumulative Category II Convertible Sterling Preference Shares and on any other New Preference Shares expressed to rank pari passu therewith as regards participation in surplus assets, then the holders of the Cumulative Preference Shares, the Non-cumulative Category II Convertible Sterling Preference Shares and such other New Preference Shares will share rateably in the distribution of surplus assets (if any) in proportion to the full respective preferential amounts to which they are entitled. No Non-cumulative Category II Convertible Sterling Preference Share shall confer any right to participate in the surplus assets of the Company other than that set out in this paragraph 2.3.

	(iii)	If, whilst any Non-cumulative Category II Convertible Sterling Preference Shares remain in issue, an effective resolution is passed or an order of a court of competent jurisdiction is made for the winding-up of the Company, then (unless it be for the purpose of a solvent reconstruction, amalgamation, merger or other similar arrangement) the Company will forthwith give notice in writing to the holders of any Non-cumulative Category II Convertible Sterling Preference Shares that such a resolution has been passed or such an order has been made. Any holder of any Non-cumulative Category II Convertible Sterling Preference Shares shall be entitled at any time within three months after the date on which such notice is published to elect by notice in writing delivered to the Company to be treated as if he had, immediately before the date of the passing of such resolution or the making of such order exercised his right to convert in respect of some or all (as specified in such latter notice) of any Non-cumulative Category II Convertible Sterling Preference Shares held by him pursuant to the procedure for conversion set out in paragraph 2.7 below and by reference to a deemed Conversion Date being the date of the passing of such resolution or the making of such order and he shall be entitled to receive out of the assets which would otherwise be available in the liquidation to the Ordinary Shareholders, such a sum, if any, which he would have received had he been the holder of the Ordinary Shares to which he would have become entitled by virtue of such exercise.

2.4	Receipt of Notices

	The right to have sent to the holder of each Non-cumulative Category II Convertible Sterling Preference Share (at the same time as the same are sent to the holders of

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	Ordinary Shares) a copy of the Company's Annual Report and Accounts and Interim Financial Statement and any other document sent to holders of Ordinary Shares.

2.5	Attendance and Voting at Meetings

	The right to attend at a General Meeting of the Company and to speak to or vote upon any Resolution proposed thereat in the following circumstances:

	(i)	in respect of a Resolution which is to be proposed at the Meeting either varying or abrogating any of the rights attached to the Non-cumulative Category II Convertible Sterling Preference Shares or proposing the winding up of the Company (and then in each such case only to speak to and vote upon any such Resolution); and

	(ii)	in circumstances where, at the date of the notice convening the relevant meeting, the dividend stated to be payable on the Non-cumulative Category II Convertible Sterling Preference Shares in respect of the last completed dividend period has not been paid in full, and until the next dividend payment date when the dividend in respect of a dividend period is paid in full

	but not otherwise, together with the right, in such circumstances and on such terms, if any, as the Directors may determine prior to allotment of the Non-cumulative Category II Convertible Sterling Preference Shares, to seek to requisition a General Meeting of the Company. Whenever holders of Non-cumulative Category II Convertible Sterling Preference Shares are so entitled to vote on a Resolution, on a show of hands every such holder who is present in person, and every proxy present who has been duly appointed by any such holder, shall have one vote and, on a poll, every such holder who is present in person or by proxy shall have such number of votes for each Non-cumulative Category II Convertible Sterling Preference Share held he would have had if that share had been converted into Ordinary Shares on the date of the notice of the meeting pursuant to the conversion procedure set out in paragraph 2.7 of this Schedule 3 and at a price per Ordinary Share calculated on the basis that the date of the notice of the meeting was a Conversion Date.

2.6	Redemption

	Each series of Non-cumulative Category II Convertible Sterling Preference Shares shall, subject to the provisions of the Statutes, and subject, where applicable, to the prior consent of the Financial Services Authority, be redeemable at the option of the Company in accordance with the following provisions:

(A)

the Company may, subject thereto, redeem on any Redemption Date (as hereinafter defined) all or some only of the Non-cumulative Category II Convertible Sterling Preference Shares by giving to the holders of the Non-cumulative Category II Convertible Sterling Preference Shares to be redeemed not less than 7 days' nor more than 14 days' prior notice in writing (a Notice of Redemption) of the relevant Redemption Date. Redemption Date means in relation to a Non-cumulative Category II Convertible Sterling Preference Share, any date which falls no earlier than 30 days after the date of allotment

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		of the Non-cumulative Category II Convertible Sterling Preference Share to be redeemed. The Company shall not be entitled (save with the consent of the relevant holder) to give a Notice of Redemption under this sub-paragraph (A) in respect of any share for which a Conversion Notice (as defined in paragraph 2.7(v) of this Schedule 3) has been given in accordance with that Part and not withdrawn;

	(B)	there shall be paid on each Non-cumulative Category II Convertible Sterling Preference Share so redeemed in Sterling, the aggregate of the nominal amount thereof together with any premium paid on issue and together with accruals (if any) of dividends thereon in respect of the period from the dividend payment date last preceding the Redemption Date (whether earned or declared or not) to the Redemption Date;

	(C)	in the case of a redemption of some only of the Non-cumulative Category II Convertible Sterling Preference Shares in any series, the Company shall for the purpose of determining the particular Non-cumulative Category II Convertible Sterling Preference Shares to be redeemed cause a drawing to be made at the Office or such other place as the Directors may approve in the presence of the Auditors for the time being of the Company, provided that there shall be excluded from such drawing any Non-cumulative Category II Convertible Sterling Preference Shares to be converted pursuant to paragraph 2.7 of this Schedule 3;

	(D)	any Notice of Redemption given under sub-paragraph (A) above shall specify the applicable Redemption Date, the particular Non-cumulative Category II Convertible Sterling Preference Shares to be redeemed and the redemption price (specifying the amount of the accrued and unpaid dividend per share to be included therein and stating that dividends on the Non-cumulative Category II Convertible Sterling Preference Shares to be redeemed will cease to accrue on redemption), and shall state the place or places at which documents of title in respect of such Non-cumulative Category II Convertible Sterling Preference Shares are to be presented and surrendered for redemption and payment of the redemption monies is to be effected. Upon such Redemption Date, the Company shall redeem the particular Non-cumulative Category II Convertible Sterling Preference Shares to be redeemed on that date subject to the provisions of this paragraph and of the Statutes. No defect in the Notice of Redemption or in the giving thereof shall affect the validity of the redemption proceedings;

	(E)	subject to sub-paragraph (I) below, the provisions of this and the following sub-paragraph shall have effect in relation to Non-cumulative Category II Convertible Sterling Preference Shares for the time being issued and registered in the Register of Members (Registered Shares) and represented by certificates (Certificates) and in relation to Non-cumulative Category II Convertible Sterling Preference Shares which, in accordance with Article 52 of these presents, are for the time being issued and represented by a Warrant (as defined in the said Article 52) (Bearer Shares). Payments in respect of the amount due on redemption of a Registered Share shall be made by Sterling

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		cheque drawn on a bank in London or upon the request of the holder or joint holders not later than the date specified for the purpose in the Notice of Redemption by transfer to a Sterling account maintained by the payee with a bank in London. Such payment will be against presentation and surrender of the relative Certificate at the place or one of the places specified in the Notice of Redemption and if any Certificate so surrendered includes any Non-cumulative Category II Convertible Sterling Preference Shares not to be redeemed on the relevant Redemption Date (other than Non-cumulative Category II Convertible Sterling Preference Shares to be converted pursuant to paragraph 2.7 of this Schedule 3) the Company shall within fourteen days thereafter issue to the holder, free of charge, a fresh Certificate in respect of such Non-cumulative Category II Convertible Sterling Preference Shares. Payment in respect of the amount due on redemption of a Bearer Share shall be made by Sterling cheque drawn on a bank in London or upon the request of the holder not later than the date specified for the purpose in the Notice of Redemption by transfer to a Sterling account maintained by the payee with a bank in London. Such payments will be made against presentation and surrender of the Warrant and all unmatured dividend coupons and talons (if any) at the place or the places specified in the Notice of Redemption. Upon the relevant Redemption Date all unmatured dividend coupons and any talon for additional dividend coupons appertaining thereto (whether or not returned) shall become void and no payment will be made in respect thereof. If the Warrant so surrendered represents any Non-cumulative Category II Convertible Sterling Preference Shares not to be redeemed on the relevant Redemption Date (other than Non-cumulative Category II Convertible Sterling Preference Shares to be converted pursuant to paragraph 2.7 of this Schedule 3) the Company shall issue, free of charge, a fresh Warrant representing such Bearer Shares which are not to be redeemed on such Redemption Date.

		All payments in respect of redemption monies will in all respects be subject to any applicable fiscal or other laws;

	(F)	as from the relevant Redemption Date the dividend on the Non-cumulative Category II Convertible Sterling Preference Shares due for redemption shall cease to accrue except on any such Non-cumulative Category II Convertible Sterling Preference Shares in respect of which, upon the due surrender of the Certificate or, as the case may be, the Warrant and all unmatured dividend coupons and talons (if any) in respect thereof, in accordance with sub-paragraph (E) above, payment of the redemption monies due on such Redemption Date shall be improperly withheld or refused, in which case such dividend, at the rate then applicable, shall be deemed to have continued and shall accordingly continue to accrue from the relevant Redemption Date to the date of payment of such redemption monies. Such Non-cumulative Category II Convertible Sterling Preference Share shall not be treated as having been redeemed until the redemption monies in question together with the accrued dividend thereon shall have been paid;

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	(G)	if the due date for the payment of the redemption monies on any Non-cumulative Category II Convertible Sterling Preference Shares is not a Sterling Business Day then payment of such monies will be made on the next succeeding day which is a Sterling Business Day and without any interest or other payment in respect of such delay unless such day shall fall within the next calendar month whereupon such payment will be made on the preceding Sterling Business Day;

	(H)	the receipt of the holder for the time being of any Registered Share (or in the case of joint holders the receipt of any one of them) and the receipt of the person delivering any Warrant to the place or one of the places specified pursuant to sub-paragraph (D) above in respect of the monies payable on redemption on such Registered Share or, as the case may be, such Bearer Share, shall constitute an absolute discharge to the Company; and

	(I)	subject as aftermentioned, the provisions of sub-paragraph (E) and (F) above shall have effect in relation to Registered Shares which are in uncertificated form within the meaning of the Uncertificated Securities Regulations 1995 (as in force on the date of adoption of this Schedule 3) in the same manner as they have effect in relation to Registered Shares represented by Certificates, save that (i) any provision of the said paragraphs requiring presentation and surrender of a Certificate shall be satisfied in the manner prescribed or permitted by the said Regulations (or by any enactment or subordinate legislation which amends or supersedes those Regulations) or (subject to those Regulations or such enactment or subordinate legislation) in such manner as may from time to time be prescribed by the Directors), and (ii) the Company shall not be under any obligation to issue a fresh Certificate under sub-paragraph (E).

2.7	Conversion

	(i)	Each holder of Non-cumulative Category II Convertible Sterling Preference Shares shall be entitled in the manner set out in (and subject to the provisions of) this paragraph 2.7 to convert into fully paid Ordinary Shares such of his Non-cumulative Category II Convertible Sterling Preference Shares as have not, as at the last date, prior to the relevant Conversion Date, for the provision of notice of conversion under sub-paragraph (viii) below, either been redeemed or been the subject of a valid Notice of Redemption given under paragraph 2.6 of this Schedule 3.

	(ii)	If, as at the Final Conversion Date, any of the Non-cumulative Category II Convertible Sterling Preference Shares have not been either redeemed, the subject of a valid Notice of Redemption given under paragraph 2.6 of this Schedule 3 or converted into Ordinary Shares, then all such Non-cumulative Category II Convertible Sterling Preference Shares will convert into fully paid Ordinary Shares in the manner set out in (and subject to the provisions of) this paragraph 2.7.

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(iii)

For the purpose of this paragraph 2.7:

	(A)	the Conversion Dates shall be 30 September 2001, 31 March 2002, 30 September 2002 and the Final Conversion Date (which is also for the avoidance of doubt a Conversion Date) shall be 31 March 2003;

	(B)	the conversion right referred to in sub-paragraph (i) above shall be exercisable by completion of a Conversion Notice (as defined in sub-paragraph (v) below) submitted by holders of Non-cumulative Category II Convertible Sterling Preference Shares (Converting Holders) setting out the number of Non-cumulative Category II Convertible Sterling Preference Shares which are to be converted pursuant to such notice (the Conversion Amount) and lodging such Conversion Notice with the Company's Registrar at any time during the period and in the manner referred to in sub-paragraph (viii) below;

	(C)	the Redemption Amount in relation to a Non-cumulative Category II Convertible Sterling Preference Share means the nominal amount thereof together with any premium paid on issue;

	(iv)	The number of Ordinary Shares to be issued on the conversion of each Non-cumulative Category II Convertible Sterling Preference Share shall be determined by dividing the Redemption Amount by the Conversion Price. In the case of Non-cumulative Category II Convertible Sterling Preference Shares which are converted on any of the Conversion Dates, the Conversion Price shall be the higher of:

		(A) the weighted average closing price per Ordinary Share on the London Stock Exchange during the period of the 20 London Stock Exchange dealing days (on which the trading in the Ordinary Shares is not fully suspended) ending five London Stock Exchange dealing days before the relevant Conversion Date; and

(B)

£5.

		Fractions of Ordinary Shares will not be issued on conversion and no cash adjustment will be made. However, if more than one Non-cumulative Category II Sterling Preference Share held by any holder is to be converted and the Ordinary Shares arising on conversion are to be registered in the same name, the number of Ordinary Shares to be issued in respect thereof shall be calculated on the basis of the aggregate Redemption Amount of such Non-cumulative Category II Sterling Preference Shares. If at the time that the Conversion Price is to be calculated the Ordinary Shares are not listed and traded on the London Stock Exchange, references in this article to the London Stock Exchange shall be to such other exchange on which the Ordinary Shares are listed and traded.

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	(v)	For the purposes of conversion pursuant to sub-paragraph (i) above, a Conversion Notice means, in relation to any Non-cumulative Category II Convertible Sterling Preference Shares, which as at the date of such notice, are Registered Shares (as defined in paragraph 2.6 of this Schedule 3), a Certificated Conversion Notice (as defined in sub-paragraph (vi) below) or, in relation to any Non-cumulative Category II Convertible Sterling Preference Shares that, as at the date of such notice, are Bearer Shares (as defined in the said paragraph 2.6), an Uncertificated Conversion Notice (as defined in sub-paragraph (vii) below).

	(vi)	In relation to any Non-cumulative Category II Convertible Sterling Preference Shares that, as at the date of the relevant Conversion Notice, are Registered Shares, the right to convert shall be exercised if the registered holder of any such Category II Convertible Sterling Preference Shares, shall have delivered to the Company's Registrar, at any time during the period referred to in sub-paragraph (viii) below, a duly signed and completed Conversion Notice in such form as may from time to time be prescribed by the Directors (and obtainable from the Company's Registrar) (a Certified Conversion Notice) together with the Certificate for such shares (or an appropriate form of indemnity).

	(vii)	In relation to any Non-cumulative Category II Convertible Sterling Preference Shares that, as at the date of the relevant Conversion Notice, are Bearer Shares, the right to convert shall be exercised if an Uncertificated Conversion Notice is received as referred to below at any time during the period referred to in sub-paragraph (viii) below. For these purposes, an Uncertificated Conversion Notice shall mean an instruction and/or notification received by the Company or such person as it may require in such form and having such effect as may in each case from time to time be prescribed by the Directors (subject always to the facilities and requirements of the relevant system) and details of which shall be obtainable from the Company's Registrar. Without prejudice to the generality of the foregoing, the form of Conversion Notice referred to above may be such as to require the holder of the Non-cumulative Category II Convertible Sterling Preference Shares concerned to transfer such Non-cumulative Category II Convertible Sterling Preference Shares into such account as may be specified by the Company in the Uncertified Conversion Notice.

	(viii)	The period referred to in sub-paragraphs (vi) and (vii) above for the delivery of a Conversion Notice is the period falling not less than 7 and not more than 30 days prior to the relevant Conversion Date. Unless the Directors otherwise determine in any case or cases, a Conversion Notice once delivered shall be irrevocable.

	(ix)	The following provisions shall apply to conversion of the Non-cumulative Category II Convertible Sterling Preference Shares:-

(A)

conversion may be effected in such manner as the Directors shall, subject to the requirements of applicable law and the provisions hereof, from

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time to time determine and, without prejudice to the generality of the foregoing, may be effected:

(aa)

by the redemption of Non-cumulative Category II Convertible Sterling Preference Shares on the relevant Conversion Date for the Redemption Amount and the application of the redemption moneys on behalf of the holder of the Non-cumulative Category II Convertible Sterling Preference Shares so redeemed as herein provided. In the case of a conversion effected by means of the redemption of Non-cumulative Category II Convertible Sterling Preference Shares, the Directors may effect redemption of the relevant Non-cumulative Category II Convertible Sterling Preference Shares out of profits of the Company which would otherwise be available for dividend, out of the proceeds of a fresh issue of shares or in any other manner for the time being permitted by law. In the case of redemption out of profits, the Directors shall apply the Redemption Amount in the name of the holder of the Non-cumulative Category II Convertible Sterling Preference Shares to be converted in subscribing for the appropriate number of Ordinary Shares as determined in accordance with the provisions hereof at such premium per Ordinary Share as shall represent the amount (if any) by which the aggregate Redemption Amount exceeds the aggregate nominal amount of the Ordinary Shares to which the holder is so entitled divided by the number of such Ordinary Shares. In the case of redemption out of the proceeds of a fresh issue of shares, the Directors may arrange for the secretary of the Company or any other person selected by the Directors to subscribe and pay, as agent on the holder's behalf, for the appropriate number of Ordinary Shares at such premium per Ordinary Share as shall represent the amount (if any) by which the aggregate Redemption Amount exceeds the aggregate nominal amount of the Ordinary Shares to which the holder is so entitled divided by the number of such Ordinary Shares (and such person shall be deemed to have authority to borrow for such purpose) and, in any such case, a holder of Non-cumulative Category II Convertible Sterling Preference Shares shall be deemed irrevocably to have authorised and instructed the Directors to apply the Redemption Amount in payment to the holder's agent, who shall be entitled to retain the same for his own benefit without being accountable therefor to the holder. In relation to any Non-cumulative Category II Convertible Sterling Preference Shares which at the date of the relevant Conversion Notice are Bearer Shares, and which are to be redeemed in accordance with this sub-paragraph (ix)(A)(aa) the Directors shall be entitled in their absolute discretion to determine the procedures for the redemption and cancellation of such Non-cumulative Category II Convertible Sterling Preference Shares (subject always to the facilities and

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		requirements of the relevant system concerned and to the redemption on the relevant Conversion Date of the Non-cumulative Category II Convertible Sterling Preference Shares concerned) and the provisions of this sub-paragraph shall apply mutatis mutandis in respect of such redemption; or

	(bb)	by means of a capitalisation issue and consolidation. In that case the requisite capitalisation issue and consolidation may be effected pursuant to the authority conferred by the passing of the resolution which created the Non-cumulative Category II Convertible Sterling Preference Shares, by the Company capitalising from profits or reserves (including any share premium account, merger reserve or capital redemption reserve) such number of new Ordinary Shares as shall bring the total nominal amount of the Non-cumulative Category II Convertible Sterling Preference Shares and the new Ordinary Shares to at least the total nominal amount of the Ordinary Shares into which the Non-cumulative Category II Convertible Sterling Preference Shares will convert on the relevant Conversion Date, consolidating all the relevant shares into one share (the Consolidated Share) and sub-dividing the Consolidated Share into the number of Ordinary Shares arising from the conversion of the Convertible Preference Shares. The balance of such sub-divided share (including any fraction) shall be non-voting deferred shares of such nominal amount as the Directors may determine (Non-Voting Deferred Shares), shall be certificated shares and shall have the following rights and restrictions:

(1)

on a winding-up or other return of capital, the Non-Voting Deferred Shares shall entitle the holders of the shares only to payment of the amounts paid up on those shares, after repayment of the holders of the Ordinary Shares of the nominal amount paid up on the Ordinary Shares held by them respectively and the payment of £0.01 on each Ordinary Share;

(2)

the Non-Voting Deferred Shares shall not entitle the holders of the shares to the payment of any dividend or to receive notice of or to attend or vote at any general meeting of the Company;

	(3)	the Non-Voting Deferred Shares shall not, save as provided in sub-paragraph (4) below, be transferable;

	(4)	such conversion shall be deemed to confer irrevocable authority on the Company to appoint any person to execute on behalf of the holders or any Non-Voting Deferred Shares an instrument of transfer of the shares, and/or an agreement to transfer the shares, to such

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person or persons as the Company may determine as a custodian of the shares or to purchase or to cancel the shares in accordance with the provisions of the Statutes in any such case for not more than £0.01 for all the shares being transferred, purchased or cancelled (to be paid to such one of the holders as may be selected by lot) without obtaining the sanction of the holder or holders of the shares, and pending such transfer or purchase or cancellation to retain the certificate for such Non-Voting Deferred Shares; and

(5)

the Company may at its option at any time after the creation of any Non-Voting Deferred Shares redeem all of those shares then in issue at a price not exceeding £0.01 for all the shares redeemed at any one time (to be paid to such one of the holders as may be selected by lot), upon giving the holders of the Non-Voting Deferred Shares not less than 28 days' previous notice in writing of its intention so to do, fixing a time and place for the redemption. The Non-Voting Deferred Shares will not be listed on the London Stock Exchange. Upon or after the redemption of any Non-Voting Deferred Shares pursuant to this sub-paragraph (bb) the Directors may pursuant to the authority conferred the passing of the resolution which created the Non-cumulative Category II Convertible Sterling Preference Shares consolidate and/or sub-divide and/or convert the authorised Non-Voting Deferred Share capital existing as a consequence of such redemption into shares of any other class of share capital into which the authorised share capital of the Company is or may at that time be divided of a like nominal amount (as nearly as may be) as the shares of such class or into unclassified shares of the same nominal amount (as nearly as may be) as the shares of such class or into unclassified shares of the same nominal amount as the Non-Voting Deferred Shares;

	(B)	the preferential dividend on Non-cumulative Category II Convertible Sterling Preference Shares which are converted pursuant to this paragraph 2.7 shall cease to accrue with effect from the relevant Conversion Date. Ordinary Shares arising on conversion will be allotted and registered as of the relevant Conversion Date, in each case to and in the name of the holder of the relevant Non-cumulative Category II Convertible Sterling Preference Shares and shall rank pari passu with the Ordinary Shares in issue on such Conversion Date except that the Ordinary Shares so allotted will not rank for any dividend or other distribution which has been announced, declared, recommended or resolved prior to such Conversion Date by the Directors or by the Company in general meeting to be paid or made, if the record date for such dividend or other distribution is on or prior to such Conversion Date;

	(C)	unless the Directors otherwise determine, or unless the Uncertificated Securities Regulations and/or the requirements of the relevant system otherwise require, the Ordinary Shares arising on conversion of any Non-cumulative Category II Convertible Sterling Preference Shares shall be or shall be issued (as appropriate) as certificated shares (where the Non-cumulative Category II Convertible Sterling Preference Shares converted were, on the date of the relevant Conversion Notice, Registered Shares or where the relevant Converting Holder has not

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		specified a Crest account for this purpose in the relevant Uncertificated Conversion Notice) or as uncertificated shares (where the Non-cumulative Category II Convertible Sterling Preference Shares converted were, on the date of the relevant Conversion Notice, uncertificated shares and the relevant Converting Holder has specified a Crest account for this purpose in the relevant Uncertificated Conversion Notice), provided that if the Company is unable under the facilities and requirements of the relevant system to issue Ordinary Shares in respect of the person entitled thereto in uncertificated form, such shares shall be issued as certificates shares; and

	(D)	the Company shall procure that there shall be dispatched or made free of charge (but uninsured and at the risk of the holder or the person entitled thereto, or the first-named thereof, as the case may be):

	(aa)	a certificate in respect of Ordinary Shares arising on conversion which are, in accordance with sub-paragraph (C) above, certificated shares, and a new certificate for any unconverted Non-cumulative Category II Convertible Sterling Preference Shares comprised in any share certificate surrendered by the holder, not later than 28 days after the relevant Conversion Date; and

	(bb)	payment in respect of the accrued preferential dividend on the Non-cumulative Category II Convertible Sterling Preference Shares converted, on the payment date in respect of such dividend next following the relevant Conversion Date (unless such Conversion Date is also a dividend payment date, or unless there are no Non-cumulative Category II Convertible Sterling Preference Shares outstanding following such conversion in which case on such dividend payment date).

	(E)	For the purposes of this paragraph 2.7, whether any Non-cumulative Category II Convertible Sterling Preference Shares are certificated shares or uncertificated shares on the relevant Conversion Date shall be determined by reference to the register of members as at 12.01 a.m. on the relevant Conversion Date or such other time as the Directors may (subject to the facilities and requirements of the relevant system concerned) in their absolute discretion determine.

	(F)	The Company shall use reasonable endeavours to procure that the Ordinary Shares arising on conversion of Non-cumulative Category II Convertible Sterling Preference Shares are admitted to the Official List of The London Stock Exchange at the earliest practicable date following issue and allotment of such.

	(G)	The Company shall ensure that at the relevant Conversion Dates sufficient authorised but unissued share capital is available in order to permit conversion of the Non-cumulative Category II Convertible

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Sterling Preference Shares outstanding on such relevant Conversion Date;

(a)

save with the written consent of the holder(s) of three-quarters in nominal value of, or with the sanction of a Special Resolution passed at a separate General Meeting of the holders of, the Non-cumulative Category II Convertible Sterling Preference Shares, the Directors shall not: (i) authorise or create, or increase the amount of, any shares of any class or any security convertible into shares of any class ranking as regards rights to participate in the profits or assets of the Company (other than on a redemption or purchase by the Company of any such shares) in priority to the Non-cumulative Category II Convertible Sterling Preference Shares; or (ii) delist the Ordinary Shares from the London Stock Exchange, except in connection with a listing of such shares on another stock exchange of comparable standing;

(b)

the special rights attached in any series of Non-cumulative Category II Convertible Sterling Preference Shares allotted or in issue shall not (unless otherwise provided by their terms of issue) be deemed to be varied by the creation or issue of any New Shares ranking as regards participation in the profits and assets of the Company pari passu with or after such Non-cumulative Category II Convertible Sterling Preference Shares. Any new shares ranking pari passu with such Non-cumulative Category II Convertible Sterling Preference Shares may without their creation or issue being deemed to vary the special rights attached to any Non-cumulative Category II Convertible Sterling Preference Share then in issue either carry rights identical in all respects with such Non-cumulative Category II Convertible Sterling Preference Shares or any of them or carry rights differing therefrom in any respect, including, but without prejudice to the generality of the foregoing, in that:

	(i)	the rate or means of calculating the dividend may differ and the dividend may be cumulative or non-cumulative;

	(ii)	the New Shares or any series thereof may rank for dividend as from such date as may be provided by the terms of issue thereof and the dates for payment of dividend may differ;

	(iii)	the New Shares may be denominated in Sterling or any Foreign Currency;

	(iv)	a premium may be payable on return of capital or there may be no such premium;

	(v)	the New Shares may be redeemable at the option of the holder or of the Company, or may be non-redeemable and if redeemable at the option of the Company, they may be redeemable at different dates and on different terms from those applying to the Non-cumulative Category II Convertible Sterling Preference Shares; and

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(vi)

the New Shares may be convertible into Ordinary Shares or any other class of shares ranking as regards participation in the profits and assets of the Company pari passu with or after such Non-cumulative Category II Convertible Sterling Preference Shares in each case on such terms and conditions as may be prescribed by the terms of issue thereof.

(c)

Prior to 30 September 2000 the directors may, in their absolute discretion and without giving any reason refuse to register the transfer of a Non-cumulative Category II Sterling Convertible Preference Share to any person, whether or not it is fully paid.

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SCHEDULE 4

Additional Value Shares

1.	The Company shall have a class of Additional Value Shares. They shall confer the rights and be subject to the restrictions set out or referred to in this Schedule 4.

2.	Each Additional Value Share shall confer the following rights as to participation in the profits and assets of the Company, receipt of notices, attendance and voting at meetings and conversion.

2.1	Income

	The right to dividends to be paid out of the distributable profits of the Company, subject in each case to declaration by and at the discretion of the Directors and the provisions of sub-paragraph 2.2, as follows:

	(i)	15 pence per Additional Value Share on 1 December 2001;

	(ii)	30 pence per Additional Value Share on 1 December 2002; and

	(iii)	55 pence per Additional Value Share on 1 December 2003 (the ‘‘Final Dividend Date’’).

	References in this Schedule to a ‘‘dividend’’ on the Additional Value Shares include a reference to each dividend paid on the Additional Value Shares (whether or not in accordance with the proposed dividends set out in this sub-paragraph 2.1 and including any dividend of a lesser amount than stated or any dividend aggregating two or more such dividends or any part thereof) and references to ‘‘dividend payment dates’’ are to dividend payment dates in respect of the Additional Value Shares only (such dividend payment dates being, subject to sub-paragraph 2.2, those specified in this sub-paragraph 2.1).

2.2	Further provisions as to income

	The following provisions shall apply:

(i)

In deciding whether to declare and pay a dividend on the Additional Value Shares the Directors shall have regard inter alia to the following factors:

(A)

whether the distributable profits of the Company are sufficient to cover the payment in full of dividends on the Additional Value Shares on any dividend payment date and also the payment in full of all other dividends (if any) stated to be payable on any Cumulative Preference Share or New Preference Share provided that in any event the Directors shall not pay any dividend due on the Additional Value Shares if in their opinion the distributable profits of the Company are not likely to be sufficient to pay any dividend due on any Cumulative Preference Share or New Preference

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		Share due for payment within 90 days of the relevant dividend payment date;

	(B)	whether the distributable profits of the Company are adequate or are likely to be adequate having regard to the Company’s obligation to make dividend payments on any Cumulative Preference Share or New Preference Share;

	(C)	the effect of the payment of such dividend on the regulatory capital structure of the Company and on its consolidated banking and trading book target and trigger ratios as prescribed by the Financial Services Authority Limited from time to time; and

	(D)	the Company’s best interests having regard to its future cash requirements and actual and contingent liabilities.

	(ii)	Without prejudice to the foregoing and for the avoidance of doubt, no dividend shall be paid on the Additional Value Shares if and to the extent that such payment would constitute an unauthorised variation or abrogation of the rights as to participation in profits attached to the Cumulative Preference Shares or any New Preference Shares.

	(iii)	Holders of Additional Value Shares shall have no claim in respect of the failure of the Directors to declare and/or pay any dividend(s) and the Directors shall not be bound to give their reasons for not declaring or paying such a dividend save that the Directors shall announce their intention in respect of the payment of any dividend referred to in sub-paragraph 2.1 no later than 14 days prior to the relevant dividend payment date (save in respect of the Final Dividend Date in which case notice must be given on or before 1 September 2003).

	(iv)	Dividends declared by the Directors shall be payable without necessity for any resolution on the part of the Company in General Meeting on the relevant dividend payment date to holders of Additional Value Shares entered on the register of members at the close of business on the date which falls one calendar month before the relevant dividend payment date (or on such other date prior to the relevant dividend payment date as the Directors may in their absolute discretion decide).

	(v)	Subject to sub-paragraph 2.1 and this sub-paragraph 2.2, if and to the extent that any dividend is not declared for payment on any dividend payment date (whether in whole or in part), such amount shall fall to be considered for payment on the following dividend payment date in addition to any dividend falling to be considered for payment on that date.

	(vi)	No Additional Value Share shall carry any right to participate in the profits of the Company other than as set out in sub-paragraph 2.1 above and this sub-paragraph 2.2.

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	(vii)	If any dividend payment date in respect of which dividends are declared to be payable in accordance with sub-paragraph 2.1 above is not a day on which banks in London are open for business (a ‘‘Business Day’’), then payment of the dividend payable on such date will be made on the next succeeding Business Day and without any interest or other payment in respect of such delay.

	(viii)	Save as set out in sub-paragraph 2.7(xiv) and for the avoidance of doubt, the Company shall be free to pay dividends or make other distributions to any holder of any other class of shares in the capital of the Company (including for the avoidance of doubt, the Cumulative Preference Shares, New Preference Shares and the Ordinary Shares) notwithstanding that the Directors have not declared and/or paid any dividend on the Additional Value Shares.

2.3	Capital

	The right on a winding up, liquidation or other return of capital other than a redemption or purchase by the Company of any shares of any class, to receive in respect of each Additional Value Share in Sterling out of the surplus assets of the Company available for distribution amongst the members in priority to the holders of the Ordinary Shares of the Company but after payment of all amounts outstanding to holders of Cumulative Preference Shares and New Preference Shares and any other share in the capital of the Company expressed to rank as to participation in capital or assets in priority to the Additional Value Shares, an amount of £1 less the aggregate amount of any dividends paid in respect of each Additional Value Share prior to the date of the winding up or liquidation (but for the avoidance of doubt excluding any distribution paid in the winding up or liquidation).

	If on any such winding up, liquidation or other return of capital the amounts available for payment are insufficient to cover in full the amounts payable on the Additional Value Shares on such return of capital, the holders of such Additional Value Shares will share rateably in the distribution of assets (if any) in proportion to the full amounts to which they are respectively entitled under this sub-paragraph 2.3.

	No Additional Value Share shall confer any further right to participate in the capital or assets of the Company available for distribution among the members other than as set out in this sub-paragraph 2.3.

2.4	Receipt of Notices

	The right to have sent to the holder of each Additional Value Share (at the same time as the same are sent to the holders of Ordinary Shares) a copy of the Company’s Annual Report and Accounts and/or Interim Financial Statement together with any notice of any General Meeting of the Company at which such holder is entitled to attend and vote.

2.5	Attendance and Voting at Meetings

	The right to attend at a General Meeting of the Company and to speak to or vote upon any Resolution proposed thereat in circumstances where it is proposed at the Meeting

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	either to vary or abrogate any of the rights attached to the Additional Value Shares or proposing the winding up of the Company (and then in each such case only to speak to and vote upon any such Resolution) but not otherwise.

	Whenever holders of Additional Value Shares are so entitled to vote on a Resolution, on a show of hands every such holder who is present in person, and every proxy present who has been duly appointed by any such holder, shall have one vote and, on a poll, every such holder who is present in person or by proxy shall have such number of votes for the Additional Value Shares held by him as he would have had if those shares had been converted into Ordinary Shares on the date of the notice of the meeting pursuant to the conversion procedure set out in paragraph 2.7 of this Schedule 4 and at a price per Additional Value Share calculated on the basis that the date of the notice of the meeting was the Second Conversion Date.

2.6	De-listing and Conversion into Non-Voting Deferred Shares

	The Directors shall be entitled (without being required to obtain the sanction of any holder of any Additional Value Share) in their absolute discretion and shall have irrevocable authority at any time after the payment of aggregate dividends of £1 in respect of each Additional Value Share to procure that the Additional Value Shares be de-listed from the Official List of the UK Listing Authority and from trading on the London Stock Exchange’s market for listed securities. The Additional Value Shares shall convert automatically into non-voting deferred shares of £0.01 (‘‘Non-Voting Deferred Shares’’), which shall be certificated shares and shall have the following rights and restrictions only:

	(i)	On a winding-up or other return of capital, the Non-Voting Deferred Shares shall entitle the holders of such shares only to payment of the amounts paid up on those shares, after repayment to the holders of Ordinary Shares of the nominal amount paid up on the Ordinary Shares held by them respectively and the payment of £100,000 on each Ordinary Share.

	(ii)	The Non-Voting Deferred Shares shall not entitle the holders of such shares to the payment of any dividend or other distribution or to receive notice of or to attend or vote at any general meeting of the Company or otherwise receive any shareholder communication.

	(iii)	The Non-Voting Deferred Shares shall not, save as provided below or otherwise with the written consent of the Directors, be transferable.

	(iv)	Notwithstanding any other provision in these presents and unless specifically required by the provisions of the 1985 Act, the Company shall not be required to issue any certificates in respect of any Non-Voting Deferred Shares.

	(v)	Following conversion, the Non-Voting Deferred Shares shall be transferred for no consideration to such person as may be nominated by the Directors, whether or not an officer of the Company (and for such purposes the Directors shall have irrevocable authority to appoint a person on behalf of any holder of Non-Voting

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Deferred Shares to enter into an agreement to transfer and to execute and deliver a transfer of his Non-Voting Deferred Shares to such other person).

2.7	Conversion into Ordinary Shares

	(i)	If on 1 September 2003 aggregate dividends of £1 have not been paid in respect of each Additional Value Share, then unless the Directors have resolved that a dividend be paid on the Additional Value Shares on or before the Final Dividend Date of such amount that aggregate dividends paid on Additional Value Shares will be £1 (and that dividend is duly paid on or before the Final Dividend Date or the following Business Day where that date is not a Business Day), the Additional Value Shares shall be converted into fully paid up Ordinary Shares in the manner set out (and subject to the provisions of) this paragraph 2.7 and the Company shall use its reasonable efforts, to the extent permitted by applicable law, to arrange for a sale of the Ordinary Shares arising on conversion pursuant to paragraph 2.7(iii) below.

	(ii)	For the purpose of this paragraph 2.7:

	(A)	the Settlement Amount in relation to each Additional Value Share means an amount of £1 less the aggregate amount of any dividends paid in respect of that share;

	(B)	the Aggregate Settlement Amount in relation to any particular holding of Additional Value Shares means the aggregate Settlement Amount relating to the number of Additional Value Shares comprised in that holding and where the context requires, the Aggregate Settlement Amount relating to all Additional Value Shares to be converted;

	(C)	the First Conversion Date shall be 25 London Stock Exchange trading days prior to the Second Conversion Date and the Second Conversion Date shall be the Final Dividend Date;

	(D)	the expression ‘‘holder’’ shall include a person entitled by transmission and the expressions ‘‘hold’’ and ‘‘holding’’ shall be construed accordingly; and

	(E)	each joint holding in respect of which names of the joint holders differ or are listed in a different order shall be treated as a separate holding and the expressions ‘‘held’’ and ‘‘holder’’ shall be construed accordingly.

(iii)

The Company will use its reasonable efforts, to the extent permitted by applicable law, to arrange for the sale of the Ordinary Shares into which such Additional Value Shares will convert so as to raise net cash proceeds of an amount equal to the Aggregate Settlement Amount in respect of such Additional Value Shares. The sale will be conducted by means of a process pursuant to which a broker selected by the Company (the ‘‘Broker’’) will solicit bids for the relevant Ordinary Shares (the ‘‘Placing’’). Such bids will be solicited during the period of 20 London Stock Exchange trading days ending five London Stock

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		Exchange trading days before the First Conversion Date. The Company will not in any circumstances be obliged to procure the transfer of Ordinary Shares in connection with the Placing at a price per share of less than the nominal value of the Ordinary Shares (the ‘‘Base Price’’).

	(iv)	On the First Conversion Date there shall be converted in accordance with sub-paragraph 2.7(xv) the whole or such proportion of each holding of Additional Value Shares as shall be determined by the Directors in the light of the outcome of the Placing. The number of Ordinary Shares into which each Additional Value Share which is converted on the First Conversion Date is to be converted shall be such that the aggregate number of Ordinary Shares arising on the First Conversion Date shall be sufficient for the purposes of the Placing.

	(v)	On the First Conversion Date:

	(A)	the Company shall procure the transfer to the Broker or as the Broker shall direct, of the Ordinary Shares so placed; and

	(B)	the Broker shall collect the net cash proceeds of the Placing and hold such proceeds in separate bank account(s) until the Second Conversion Date.

		The Directors shall have irrevocable authority on behalf of each holder of an Additional Value Share to appoint any person on behalf of such holder to enter into an agreement to transfer and to execute and deliver a transfer of the Ordinary Shares resulting from conversion on the First Conversion Date.

	(vi)	If the proceeds of the Placing are sufficient to enable the Company to pay to each holder of Additional Value Shares the Aggregate Settlement Amount in respect of his holding, the whole of the Additional Value Shares shall be converted on the First Conversion Date and on the Second Conversion Date the net cash proceeds of the Placing (if any) held by the Broker (the ‘‘Total Cash Amount’’) shall be paid to the persons who were holders of the Additional Value Shares immediately prior to conversion.

	(vii)	If the proceeds of the Placing are not sufficient to enable the Company to pay to each holder of Additional Value Shares the Aggregate Settlement Amount then part only of the Additional Value Shares (determined in accordance with paragraph (iv) above) shall be converted on the First Conversion Date and on the Second Date:

	(A)	the Total Cash Amount shall be paid to the persons who were holders of the Additional Value Shares immediately prior to conversion pro rata to their holding of Additional Value Shares, and the amount (if any) by which the cash paid or payable to a holder falls short of the Aggregate Settlement Amount shall be the ‘‘Remaining Settlement Amount’’; and

	(B)	on the Second Conversion Date the remaining Additional Value Shares shall be converted into such number of Ordinary Shares so that the persons who were holders of Additional Value Shares immediately prior to

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conversion receive the whole number of Ordinary Shares (if any) calculated by dividing the Remaining Settlement Amount by the Conversion Price, being the higher of (i) 95% of the weighted average closing price per Ordinary Share on the London Stock Exchange during the period of 20 London Stock Exchange dealing days ending five London Stock Exchange dealing days before the Second Conversion Date and (ii) the nominal value of the Ordinary Shares.

	(viii)	If there is no Placing or if a dividend resolved upon as at 1 September 2003 is not paid on the Final Dividend Date (or the following Business Day where that date is not a Business Day) then on or as soon as possible after the Second Conversion Date all the Additional Value Shares shall be converted into such number of Ordinary Shares so that each holder receives the whole number of Ordinary Shares (if any) calculated by dividing the Settlement Amount by the Conversion Price, being the higher of (i) 95% of the weighted average closing price per Ordinary Share on the London Stock Exchange during the period of 20 London Stock Exchange dealing days ending five London Stock Exchange dealing days before the Second Conversion Date and (ii) the nominal value of the Ordinary Shares.

	(ix)	Where the conversion would otherwise result in a holder being entitled to a fraction of an Ordinary Share such holder’s entitlement shall be rounded up or down as the Directors may determine.

	(x)	If at the time that the Conversion Price or Base Price is to be calculated the Ordinary Shares are not traded on the London Stock Exchange, references in this article to the London Stock Exchange shall be to such other competent authority or exchange with or on which the Ordinary Shares are listed or traded (as the case may be).

	(xi)	The conversion of Additional Value Shares into fully paid Ordinary Shares shall be conditional on:

	(A)	the Company, as at the First Conversion Date or the Second Conversion Date (as the case may be), having sufficient authorised but unissued share capital to issue such Non-Voting Deferred Shares of £0.01 as may fall to be issued on such date in connection with the conversion of Additional Value Shares;

	(B)	the number of Non-Voting Deferred Shares of £0.01 which the Directors have been authorised to issue pursuant to Section 80 of the 1985 Act being sufficient, as at the First Conversion Date or the Second Conversion Date (as the case may be) to allot the shares falling to be allotted on such date in connection with the conversion of Additional Value Shares or the Directors having been authorised prior to such date pursuant to section 80 to allot such shares (together with the condition set out in (A) above, the ‘‘Relevant Shareholder Approvals’’); and

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(C)

there being sufficient profits or reserves available for capitalisation to enable the Company to allot credited as fully paid the number of Non-Voting Deferred Shares of £0.01 each falling to be allotted as aforesaid.

	(xii)	The Company shall use its reasonable efforts to ensure that sufficient authorised but unissued share capital and sufficient profits or reserves are available in order to permit conversion of the Additional Value Shares outstanding on the relevant Conversion Date. If the Relevant Shareholder Approvals (or profits or reserves) are insufficient to permit the allotment and issue of such number of Non-Voting Deferred Shares as fall to be allotted and issued on the First Conversion Date or the Second Conversion Date in connection with the conversion of Additional Value Shares, the Company undertakes to convert the maximum number of Additional Value Shares which it is legally permitted to convert under the existing Relevant Shareholder Approvals (and having regard to existing profits or reserves) pro rata to the respective entitlement of holders. Any Additional Value Shares which could not be converted as at the First Conversion Date and the Second Conversion Date shall be ‘‘Unconverted Additional Value Shares’’.

	(xiii)	Unconverted Additional Value Shares will be converted into Ordinary Shares as soon as the Company has sufficient authorised and unissued shares, and sufficient available profits or reserves, to permit conversion of Unconverted Additional Value Shares in full. Paragraphs (ii) to (x) of this Paragraph 2.7 shall apply to the conversion of such Unconverted Additional Value Shares provided that the Second Conversion Date shall be 60 London Stock Exchange dealing days after the first day of the month following the month in which the Company becomes able to convert such shares in full. The Company undertakes that for so long as Unconverted Additional Value Shares remain outstanding:

	(A)	such resolutions will be proposed at each subsequent Annual General Meeting that, when approved, would permit the Unconverted Additional Value Shares to be converted in full; and

	(B)	no available profit or reserve will be applied by the Company for any other purpose.

	(xiv)	If any Additional Value Shares are to be converted pursuant to this paragraph 2.7, but have not, on the Final Dividend Date (or the following Business Day where that date is not a Business Day) been so converted, (‘‘converted’’ for the avoidance of doubt, comprising the payment to each holder of Additional Value Shares of the Aggregate Settlement Amount and/or the allotment of Ordinary Shares in respect of the settlement of any Remaining Settlement Amount (as the case may be)) no dividends may be declared on any Ordinary Share in the capital of the Company, and no sum may be set aside for the payment thereof, unless on the date of declaration relative to any such payment, the Aggregate Settlement Amount has been paid in full or set aside or Ordinary Shares delivered in respect of the Aggregate Settlement Amount or any Remaining Settlement Amount.

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(xv)

The following provisions shall apply to conversion of the Additional Value Shares:

(A)

Conversion of Additional Value Shares may be effected in such manner as the Directors shall, subject to the requirements of applicable law and the provisions hereof, from time to time determine and, without prejudice to the generality of the foregoing, may be effected, in each case pursuant to the authority conferred by the passing of the resolution which created the Additional Value Shares, by the Company:

	(aa)	capitalising from profits or reserves (including, without limitation, any share premium account, merger reserve or capital redemption reserve) and allotting and issuing to a holder of Additional Value Shares to be converted such number of new Non-Voting Deferred Shares of £0.01 each having the rights and restrictions set out in paragraph 2.6 above as shall bring the total nominal amount of the Additional Value Shares and the new Non-Voting Deferred Shares to the total nominal amount of the Ordinary Shares into which the Additional Value Shares are to be converted on the relevant Conversion Date, consolidating all the Non-Voting Deferred Shares and Additional Value Shares to be converted into one Share (the ‘‘Consolidated Share’’) and sub-dividing and redesignating the Consolidated Share into the number of Ordinary Shares into which the Additional Value Shares are to be converted;

	(bb)	consolidating such Additional Value Shares into one share (the ‘‘Consolidated Share’’) and sub-dividing and redesignating the Consolidated Share into the number of Ordinary Shares into which the Additional Value Shares are to be converted and as to any balance into Non-Voting Deferred Shares of £0.01 such Non-Voting Deferred Shares being certificated shares having the rights and restrictions set out in sub-paragraph 2.6 above.

	(B)	Ordinary Shares arising on conversion shall rank pari passu with the Ordinary Shares in issue on the relevant Conversion Date except that the Ordinary Shares so arising will not rank for any dividend or other distribution which has been announced, declared, recommended or resolved on prior to the relevant Conversion Date by the Directors or by the Company in general meeting, if the record date for such dividend or other distribution is on or prior to the relevant Conversion Date.

	(C)	Unless the Directors otherwise determine, or unless the Uncertificated Securities Regulations and/or the requirements of the relevant system otherwise require, the Ordinary Shares arising on conversion of any Additional Value Shares shall be in certificated form (where the Additional Value Shares converted were, on the date of conversion, in certificated form) or as uncertificated shares (where the Additional Value Shares converted were, on the date of conversion, in Uncertificated Form) provided that if the Company is unable under the facilities and

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		requirements of the relevant system to arrange for Ordinary Shares in respect of the person entitled thereto to be held in Uncertificated Form, such shares shall be in certificated form.

	(D)	The Company shall procure that there shall be dispatched or made free of charge (but uninsured and at the risk of the holder or the person entitled thereto, or the first-named thereof, as the case may be) a certificate in respect of Ordinary Shares arising on conversion which are, in accordance with sub-paragraph 2.7(xv)(C) above, certificated shares not later than 28 days after the relevant Conversion Date.

	(E)	For the purposes of this paragraph 2.7(xv), whether any Additional Value Shares are in certificated form or Uncertificated Form on the Conversion Date shall be determined by reference to the register of members as at 12.01 a.m. on the relevant Conversion Date or such other time as the Directors may (subject to the facilities and requirements of the relevant system concerned) in their absolute discretion determine.

	(F)	The Company shall use reasonable efforts to procure that the Ordinary Shares arising on conversion of Additional Value Shares are admitted to the Official List of the UK Listing Authority and admitted to trading on the London Stock Exchange’s market for listed securities at the earliest practicable date.

2.8	Class Rights

	The Company may from time to time create, allot and issue further shares, whether ranking pari passu with, in priority to, or behind the Additional Value Shares in any respect (including, without limitation, as to priority in payment of dividends or as to capital in a liquidation of the Company), and such creation, allotment or issue of any such further shares (whether or not ranking in any respect in priority to the Additional Value Shares and whether or not the same confer on the holders voting rights more favourable than those conferred by the Additional Value Shares) shall be deemed not to involve a variation of the rights attaching to the Additional Value Shares for any purpose.

2.9	Additional Limitations

	No Additional Value Share shall (save as otherwise specifically set out herein) confer any right to participate in:

	(i)	the profits or assets of the Company;

	(ii)	any offer or invitation by way of rights or otherwise to subscribe for additional shares in the capital of the Company; or

	(iii)	any future capitalisation or bonus issue of shares in the capital of the Company.

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THIS AGREEMENT is effective as of 13 October 2008 among:

(1)	THE ROYAL BANK OF SCOTLAND GROUP PLC, a company incorporated in Scotland with registered number 45551 and whose registered office is at 36 St Andrew Square, Edinburgh EH2 2YB (the "Company");

(2)	UBS LIMITED, a company incorporated in England and Wales with registered number 2035362 whose registered office is at 1 Finsbury Avenue, London EC2M 2PP ("UBS");

(3)	MERRILL LYNCH INTERNATIONAL, a company incorporated in England and Wales with registered number 02312079 and whose registered office is at Merrill Lynch Financial Centre, 2 King Edward Street, London EC1A 1HQ (“Merrill Lynch”); and

(4)	THE COMMISSIONERS OF HER MAJESTY’S TREASURY of 1 Horse Guards Road, London SW1A 2HQ (“HM Treasury”).

WHEREAS:

(A)

The Company proposes to invite Qualifying Shareholders to apply to acquire New Shares at the Issue Price by way of an open offer and on the terms and subject to the conditions to be set out in the Circular, the Prospectus and (in the case of Qualifying Non-CREST Shareholders only) the Application Form.

(B)

Each of UBS and Merrill Lynch is willing (severally and not jointly or jointly and severally), on the terms and subject to the conditions set out in this Agreement, to use reasonable endeavours to procure Placees to acquire the New Shares on such terms and conditions as may be agreed by the Company and HM Treasury, including the Treasury Solicitor, and at a price not lower than the Issue Price on the basis that the New Shares shall be subject to clawback to the extent they are taken up under the Open Offer.

(C)	To the extent not placed or taken up under the Open Offer and subject to the provisions of this Agreement, HM Treasury is willing to acquire (or procure that its nominee acquires) such New Shares itself.

(D)

The Company proposes, subject, inter alia, to the passing of the Resolutions, to allot and issue the New Shares to such persons as UBS and/or Merrill Lynch may (with the consent of HM Treasury) direct, or, failing which, to HM Treasury (or its nominee) as Placee. The consideration for the allotment and issue of the New Shares to Qualifying Shareholders and/or Placees, and/or to HM Treasury or its nominee (as the case may be) will be the transfer of the Consideration Shares by one of the Joint Sponsors or a third party (in its capacity as a subscriber for the Consideration Shares) to the Company.

(E)	The Company has agreed to appoint the Joint Sponsors to act as joint sponsors in connection with the applications for Admission and the publication of the Circular and as joint bookrunners and placing agents in connection with the Placing.

(F)	Application will be made to the FSA and the London Stock Exchange for the admission of the New Shares and the Preference Shares to the Official List and to trading on the

London Stock Exchange’s market for listed securities and, in the case of the New Shares, to the regulated market of Euronext.

NOW THEREFORE IT IS AGREED as follows:

1. INTERPRETATION

1.1	In this Agreement (including the Recitals):

	"ABN Amro"		means ABN Amro Holding N.V.;

	"ABN Amro Accounts"		means the audited consolidated accounts of ABN Amro and its subsidiary undertakings for the three years ended 31 December 2005, 2006 and 2007 (including, without limitation, the related directors’ and auditors’ reports, the consolidated income statement, the consolidated balance sheet, the consolidated cashflow statement, the consolidated statement of changes in equity and all related notes);

	"Acceptance"		means application and payment validly made (or, where the context so requires, treated as validly made) in accordance with the procedures to be set out in the Prospectus and (where appropriate) the Application Form (including, for the avoidance of doubt, any such application and payment validly made in respect of New Shares in addition to Qualifying Shareholders’ pre-emptive entitlements);

	"Accepted Shares"		has the meaning given in clause 6.1(A);

	"Accounts"		means the audited consolidated accounts of the Group for the three years ended 31 December 2005, 2006 and 2007 (including, without limitation, the related directors’ and auditors’ reports, the consolidated income statement, the consolidated balance sheet, the consolidated cashflow statement, the consolidated statement of recognised income and expense and all related notes);

	"Accounts Date"		means 31 December 2007;

	"Admission"		means the admission of the New Shares to the Official List becoming effective in accordance with paragraph 3.2.7G of the Listing Rules and admission to trading on the London Stock Exchange’s market for listed securities becoming

			effective in accordance with paragraph 2.1 of the Admission and Disclosure Standards and admission of the New Shares to listing and trading on the regulated market of Euronext becoming effective in accordance with the Euronext Rule Books;

	"Admission and Disclosure Standards"		means the Admission and Disclosure Standards of the London Stock Exchange, as amended from time to time;

	"Adverse Interest”		means any option, lien, mortgage, charge, equity, trust, any other right or interest of any third party and any other encumbrance of any kind;

	"Affiliate"		means, unless otherwise specified herein, "affiliate" as defined in Rule 405 under the Securities Act or, as the context may require, Rule 501(b) under Regulation D of the Securities Act;

	"Application Form"		means the application form, in a form acceptable to HM Treasury and to the Joint Sponsors, acting reasonably, to be despatched to Qualifying Non-CREST Shareholders for use in connection with the Open Offer;

	"Auditors"		means Deloitte & Touche LLP;

	"Board"		means the Board of Directors of the Company or a duly authorised committee thereof;

	"Business Day"		means any day (other than a Saturday or Sunday) on which clearing banks are open for a full range of banking transactions in London;

	"CA 1985"		means the Companies Act 1985;

	"CA 2006"		means the Companies Act 2006;

	"Capital Resources Requirement"		has the meaning given in the FSA Rules;

	"Circular"		means the circular, in a form acceptable to HM Treasury and to the Joint Sponsors, to be sent to the Qualifying Shareholders (other than the Prohibited Shareholders and US Shareholders) giving details of the Placing and Open Offer and containing notice of the GM;

	"Claims"		means any and all claims, actions, liabilities, demands, proceedings, investigations, judgments or awards whatsoever (and in each case whether or not successful, compromised or settled and whether joint or several) threatened, asserted, established or instituted against any Indemnified Person and “Claim” shall be construed accordingly;

	"Closing Date"		means the last date for Acceptance under the terms of the Open Offer;

	"Companies Acts"		means the CA 1985 and/or the CA 2006 as the context requires;

	"Consideration Shares"		means the JerseyCo Ordinary Shares and the JerseyCo Preference Shares;

	"CREST"		means the relevant system (as defined in the Regulations) in respect of which Euroclear is the Operator (as defined in the Regulations);

	"Dealing Day"		means a day on which dealings in securities may take place on and with the authority of the London Stock Exchange and Euronext;

	"Directors"		means the directors of the Company from time to time;

	"DTRs"		means the Disclosure and Transparency Rules, as amended from time to time, made by the FSA pursuant to Part VI of FSMA;

	"EEA"		means the European Economic Area;

	"Effective Date"		means 13 October 2008;

	"Enablement Letter"		means a letter, in a form acceptable to HM Treasury and to the Joint Sponsors, acting reasonably, from the Company to Euroclear confirming that the conditions for admission of the New Shares and the Preference Shares to CREST are satisfied;

	“Engagement Letters”		means the engagement letters between the Company and each of the Joint Sponsors dated the Effective Date and relating to the Placing and Open Offer;

	"Euroclear"		means Euroclear UK & Ireland Limited;

	“Euroclear Nederland”		means Nederlands Centraal Instituut voor Giraal Effectenverkeer B.V., the Dutch depositary and settlement institute;

	"Euronext"		means Euronext Amsterdam NV;

	“Euronext Rule Books”		means the rule books of Euronext from time to time;

	"Exchange Act"		means the United States Securities Exchange Act of 1934;

	"FCPA"		means the US Foreign Corrupt Practices Act of 1977 including the rules and regulations thereunder;

	"Form of Proxy"		means the form of proxy, in a form acceptable to HM Treasury and to the Joint Sponsors, acting reasonably, to be sent to Qualifying Shareholders (other than Prohibited Shareholders and US Shareholders) in connection with the GM;

	"FSA"		means the Financial Services Authority acting in its capacity as the competent authority for the purposes of Part VI of the FSMA;

	“FSA Rules”		means the rules, as amended from time to time, made by the FSA under the FSMA;

	"FSMA"		means the Financial Services and Markets Act 2000, including any regulations made pursuant thereto;

	"GM"		means the general meeting of the Company to be convened at which the Resolutions are to be proposed, or any adjournment of it;

	"GM Date"		means the date on which the GM is held, being no later than 27 November 2008, or such later date as the Company, HM Treasury and the Joint Sponsors may agree;

	"Group"		means the Company and its subsidiary undertakings from time to time and "Group Company" means any of them (and, for the avoidance of doubt, references in this Agreement to the “Group”, “Group Companies” and “members of the Group” include, without limitation ABN Amro

			and each of its subsidiary undertakings);

	"HMT Indemnified Persons"		means: (a) The Commissioners of Her Majesty’s Treasury; (b) the Treasury; (c) the Treasury Solicitor; (d) any entity to which HM Treasury novates its rights and obligations under this Agreement pursuant to clause 17; and (e) any person who is, on or at any time after the date of this agreement, a director, officer, official, agent or employee of or under any person specified in paragraph (a), (b), (c) or (d) above; and “HMT Indemnified Person” shall be construed accordingly;

	“IFRS”		means International Financial Reporting Standards as adopted by the European Union;

	"Indemnified Persons"		means each and any HMT Indemnified Person, each and any UBS Indemnified Person and each and any Merrill Lynch Indemnified Person and “Indemnified Person” shall be construed accordingly;

	"Intellectual Property Rights"		means patents, trade marks, service marks, logos, get-up, trade names, rights in designs, copyright (including rights in computer software), internet domain names, moral rights, utility models, rights in know how, rights in databases and other intellectual property rights, in each case whether registered or unregistered and including applications for the grant of any such rights and all rights or forms of protection having equivalent or similar effect anywhere in the world;

	"Interim Accounts"		means the unaudited consolidated financial information for the Group in respect of the six month period ended 30 June 2008;

	"Investment Company Act"		means the United States Investment Company Act

			of 1940;

	"Issue Documents"		means the Press Announcement, the Application Form, the Circular, the Form of Proxy, the Prospectus, any Supplementary Prospectus, the Preference Prospectus, any Supplementary Preference Prospectus, the Presentation, all documentation published or issued in connection with the Preference Share Subscription, any interim management statement published after the Effective Date and before Admission and any other document published or issued after the Effective Date by or on behalf of the Company in connection with the Placing, the Open Offer or the Preference Share Subscription;

	"Issue Price"		means the price of 65.5 pence per New Share;

	"JerseyCo"		means a company to be incorporated in Jersey in connection with the Placing;

	"JerseyCo Ordinary Shares"		means the ordinary shares in the capital of JerseyCo to be issued to one of the Joint Sponsors under the terms of the Option Agreement;

	"JerseyCo Preference Shares"		means the redeemable preference shares in the capital of JerseyCo to be issued to one of the Joint Sponsors or a third party, in each case under the terms of the Subscription and Transfer Agreement;

	"Joint Sponsors"		means UBS and Merrill Lynch;

	"Listing Rules"		means the Listing Rules made by the FSA pursuant to section 73A of the FSMA, as amended from time to time;

	"London Stock Exchange"		means London Stock Exchange plc;

	"Losses"		means any and all loss, damage, cost, liability, demand, charge or expense (including legal fees), in each case whether joint or several, which any Indemnified Person may suffer or incur (including, but not limited to, all Losses suffered or incurred in investigating, preparing for or disputing or defending or settling any Claim and/or in establishing its right to be indemnified pursuant to clause 11 and/or in seeking advice regarding any Claim or in any way related to or in connection with the indemnity contained in clause 11) and

			“Loss” shall be construed accordingly;

	"Material Adverse Effect"		means an event has occurred or is reasonably likely to occur which has resulted in or may result in a material adverse change in or affecting the condition (financial, operational, legal or otherwise), profitability, prospects, solvency, business affairs or operations of the Group, taken as a whole, whether or not arising in the ordinary course of business;

	"Material Subsidiaries"		means The Royal Bank of Scotland plc, National Westminster Bank plc, Ulster Bank Limited, Citizens Financial Group, Inc., Greenwich Capital Markets, Inc., RBS Insurance Group Limited and ABN Amro Bank N.V.;

	"Merrill Lynch Indemnified Persons"		means: (a) Merrill Lynch and any subsidiary, branch or affiliate of Merrill Lynch; (b) a person who is, on or at any time after the date of this Agreement, a director, officer, partner or employee of an undertaking specified in paragraph (a) above; and (c) Merrill Lynch, their selling agents and each person, if any, who controls Merrill Lynch within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and Merrill Lynch’s respective affiliates, subsidiaries, branches, affiliates, associates and holding companies and the subsidiaries of such subsidiaries, branches, affiliates, associates and holding companies and each of such person’s respective directors, officers and employees, and “Merrill Lynch Indemnified Person” shall be construed accordingly;

	"New Shares"		means the 22,909,776,276 new Ordinary Shares which are to be allotted and issued pursuant to the Placing and the Open Offer;

	"NFSA"		means the Netherlands Financial Supervision Act (Wet Op Het Financieel Toezicht);

	"Non-Accepted Shares"		has the meaning given in clause 6.1(B);

	"Notifying Sponsor"		has the meaning given in clause 13.4;

	"OECD Convention"		means the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions;

	"Official List"		means the Official List maintained by the FSA in its capacity as UK Listing Authority;

	"Open Offer"		means the conditional invitation by the Company to Qualifying Shareholders to apply to acquire New Shares on the basis to be referred to in the Circular, the Prospectus and (for Qualifying Non-CREST Shareholders only) the Application Form;

	"Open Offer Acceptors"		means those Qualifying Shareholders that have validly applied (or are treated as having validly applied) to acquire New Shares under the Open Offer;

	"Open Offer Documents"		means the Circular, the Prospectus, any Supplementary Prospectus, the Form of Proxy and the Application Form;

	"Open Offer Entitlement"		an entitlement to apply to subscribe for New Shares allocated to a Qualifying Shareholder pursuant to the Open Offer;

	"Option Agreement"		means the option agreement to be entered into between JerseyCo, the Company and the Joint Sponsors providing a put option in relation to the JerseyCo Ordinary Shares granted by the Company in favour of the Joint Sponsors and a call option in relation to the JerseyCo Ordinary Shares granted by the Joint Sponsors in favour of the Company, in the form to be agreed;

	"Ordinary Shareholders"		means holders of Ordinary Shares;

	"Ordinary Shares"		means ordinary shares of 25 pence each in the capital of the Company;

	"Overall Financial Resources Rule"		has the meaning given in the FSA Rules;

	"Panel"		means the Panel on Takeovers and Mergers;

	"Participating Security"		has the meaning given to it in the Regulations (and “Participating Securities” shall be construed accordingly);

	"Placees"		means any placees procured by the Joint Sponsors pursuant to this Agreement to acquire New Shares pursuant to the Placing, and approved by HM Treasury in advance of any acquisition by them of New Shares, which may include QIBs in the United States and HM Treasury in respect of any Residual Shares;

	"Placing"		means the proposed arrangements for the procuring of Placees for the New Shares on such terms and conditions as may be agreed by HM Treasury, including the Treasury Solicitor, and at a price not lower than the Issue Price, subject to a right of clawback in respect of any New Shares which are taken up under the Open Offer;

	“Placing and Open Offer”		means the Placing and the Open Offer or any of them;

	"Placing Documents"		means the Press Announcement, the Presentation, the Prospectus and the Placing Letters;

	"Placing Letters"		means the UK Placing Letter and the US Placing Letter;

	"Placing Schedule"		has the meaning given in clause 3.5;

	"Posting Date"		means the date on which the Company publishes the Prospectus and despatches the Circular to Shareholders;

	"Preference Admission"		means the admission of the Preference Shares to the Official List becoming effective in accordance with paragraph 3.2.7G of the Listing Rules and admission to trading on the London Stock Exchange's market for listed securities becoming effective in accordance with paragraph 2.1 of the Admission and Disclosure Standards;

	"Preference Prospectus"		means the prospectus (including the information incorporated by reference therein and comprising a prospectus for the purpose of the Prospectus Rules) to be published by the Company in relation to the Preference Admission, in the form to be

			agreed;

	"Preference Shares"		means preference shares to be issued by the Company to HM Treasury (or its nominee) with an aggregate liquidation preference of £5,000,000,000 having the rights and subject to the restrictions set out in Article 4(C) of the Company’s Articles of Association as supplemented by Schedule 1 of the Preference Share Subscription Agreement;

	"Preference Share Subscription"		means the proposed subscription for Preference Shares pursuant to the Preference Share Subscription Agreement;

	"Preference Share Subscription Agreement"		means the agreement between the Company and HM Treasury being effective as of the Effective Date pursuant to which HM Treasury agrees to subscribe for the Preference Shares;

	"Presentation"		means any presentation, in the form to be agreed, used by the Company during presentations to institutional investors in connection with the Placing and any other publicity materials relating to the Placing and Open Offer prepared by or at the request of the Company;

	"Press Announcement"		means the press announcement dated the Effective Date giving details of, inter alia, the Placing and Open Offer and the Preference Share Subscription;

	"Previous Announcements"		means all documents issued and announcements (other than the Press Announcement) made by or on behalf of the Company or any member of the Group through a Regulatory Information Service (including by way of a public regulatory filing) since the Accounts Date and before the Effective Date;

	"Prohibited Shareholders"		means holders of Ordinary Shares with registered addresses in Canada, Australia, South Africa or such other jurisdiction(s) as may be agreed by the Company and the Joint Sponsors;

	"Prospectus"		means the prospectus (including the information incorporated by reference therein) comprising a prospectus for the purposes of the Prospectus Rules to be published by the Company in relation to the Placing and Open Offer, in the form to be

			agreed;

	“Prospectus Directive”		means Directive 2003/71/EC;

	"Prospectus Rules"		has the meaning given in Section 73A(4) of FSMA;

	"Qualifying CREST Shareholders"		means Qualifying Shareholders whose Ordinary Shares on the register of members of the Company at the close of business on the Record Date are in uncertificated form;

	"Qualifying Non-CREST Shareholders"		means Qualifying Shareholders whose Ordinary Shares on the register of members of the Company at the close of business on the Record Date are in certificated form;

	"Qualifying Shareholders"		means holders of Ordinary Shares whose names are on the register of members of the Company as at the close of business on the Record Date;

	"QIB Purchasers"		has the meaning given in clause 5.8(C)(i);

	"QIBs"		has the meaning given in clause 5.2;

	"Receiving Agent"		means the receiving agent to be appointed pursuant to clause 3.8;

	"Receiving Agent Agreement"		means an agreement among the Company, the Joint Sponsors and the Receiving Agent relating to the Placing and Open Offer, in the form to be agreed;

	"Record Date"		means the record date for the Open Offer being such date as the Company, the Joint Sponsors and HM Treasury shall agree, all acting reasonably;

	"Registrars"		means Computershare Investor Services PLC;

	"Regulations"		means the Uncertificated Securities Regulations 2001;

	"Regulation D"		means Regulation D under the Securities Act;

	"Regulation S"		means Regulation S under the Securities Act;

	"Regulatory Information Service"		has the meaning given in the Listing Rules;

	"Relevant Cost"		has the meaning given in clause 8.9;

	"Relevant Member State"		has the meaning given in clause 5.6;

	“Relevant Time”		has the meaning given in clause 6.1(C)(iii);

	"Residual Shares"		has the meaning given in clause 6.3;

	"Resolutions"		means the Share Capital Resolutions and the Whitewash Resolution;

	"SDRT"		means stamp duty reserve tax;

	"Securities Act"		means the United States Securities Act of 1933;

	"Share Capital Resolutions"		means the resolutions, in a form acceptable to HM Treasury, acting reasonably:

			(a) to increase the authorised share capital of the Company to allow for the creation and issue of the New Shares and, to the extent necessary, the Preference Shares; and (b) to authorise the Directors to allot under Section 80 of CA 1985 such number of Ordinary Shares as equals or exceeds the number of New Shares and, to the extent necessary, the Preference Shares, to be proposed at the GM;

	"Specified Event"		means an event occurring or matter arising on or after the Effective Date, which:

			(a) if it had occurred or arisen before or at the Effective Date; or (b) if it had been known by the Directors before or at the Effective Date,

			would have rendered any of the Warranties untrue, inaccurate or misleading in any respect;

	"Stamp Tax"		means any stamp, documentary, registration or capital duty or tax (including, without limitation, stamp duty, SDRT and any other similar duty or similar tax) and any fines, penalties and/or interest relating thereto;

	"Subscription and Transfer Agreement"		means the share subscription and transfer agreements or any of them, as the context requires, in the form to be agreed, to be entered into between JerseyCo, the Company and the Joint Sponsors providing, among other things, for the transfer to the Company by one of the Joint Sponsors (in its capacity as subscriber for the Consideration Shares) of the Consideration Shares;

	"Supplementary Preference Prospectus"		means any prospectus supplementary to the Preference Prospectus published by the Company pursuant to section 87G of FSMA;

	"Supplementary Prospectus"		means any prospectus supplementary to the Prospectus published by the Company pursuant to section 87G to FSMA;

	"Tax" or "Taxation"		means all forms of taxation and statutory, governmental, state, provincial, local governmental or municipal impositions, duties, contributions and levies (including, for the avoidance of doubt, Stamp Tax), in each case in the nature of taxation, duty, contribution or levy, whether of the United Kingdom or elsewhere in the world whenever imposed and whether chargeable directly or primarily against or attributable directly or primarily to a Group Company or any other person and all penalties, charges, costs and interest relating thereto;

	"Tax Authority"		means any government, state, municipal, local, federal or other fiscal, revenue, customs or excise authority, body or official anywhere in the world having the power to impose, collect or administer any Tax or exercising a fiscal, revenue, customs or excise function with respect to Tax (including, without limitation, H.M. Revenue and Customs);

	“Time of Sale”		means, with respect to the Placing, each time identified to the Company by the Joint Sponsors as a Time of Sale (with respect to which they are obtaining commitments from Placees to take up the New Shares), provided that there shall not be more than two times that are treated as a "Time of Sale" for purposes of this Agreement without the consent of the Company; such consent will not be unreasonably withheld;

	“Time of Sale Documents”		means the documents specified as being delivered at, or with respect to, the Time of Sale in Part III of Schedule 2;

	“Treasury Solicitor”		has the same meaning as in the Treasury Solicitor Act 1876;

	"UBS Indemnified Persons"		means: (a) UBS and any subsidiary, branch or affiliate of UBS; (b) a person who is, on or at any time after the date of this Agreement, a director, officer, partner or employee of an undertaking specified in sub paragraph (a) above; and (c) UBS, their selling agents and each person, if any, who controls UBS within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and UBS’s respective affiliates, subsidiaries, branches, affiliates, associates and holding companies and the subsidiaries of such subsidiaries, branches, affiliates, associates and holding companies and each of such person’s respective directors, officers and employees; and “UBS Indemnified Person” shall be construed accordingly;

	"UK Listing Authority"		means the Financial Services Authority acting in its capacity as the competent authority for the purposes of Part VI of the FSMA and in the exercise of its functions in respect of the admission of securities to the Official List otherwise than in accordance with Part VI of the FSMA;

	"UK Placing Letter"		means a letter, in a form acceptable to HM Treasury, to the Joint Sponsors and to the Company, each acting reasonably, to be sent by the Company to, and executed by, Placees (other than QIBs and HM Treasury) by which New Shares are to be offered to Placees on such terms and conditions as may be agreed by HM Treasury, including the Treasury Solicitor, and at a price not lower than the Issue Price, subject to a right of clawback in respect of any New Shares which are

			taken up under the Open Offer;

	"United States"		means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

	"US Placing Letter"		means a letter, in a form acceptable to HM Treasury, to the Joint Sponsors and to the Company, each acting reasonably, to be sent by the Company to, and executed by, QIBs by which New Shares are to be offered to QIBs on such terms and conditions as may be agreed by HM Treasury, including the Treasury Solicitor and at a price not lower than the Issue Price, subject to a right of clawback in respect of any New Shares which are taken up under the Open Offer;

	"US Shareholders"		means Ordinary Shareholders who are within the United States or are holding Ordinary Shares on behalf of, or for the account or benefit of, persons within the United States for whom they are acting without investment discretion (but only with respect to any such holdings);

	"VAT"		means:

			(a) any tax imposed in conformity with the council directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112) (including, in relation to the United Kingdom, value added tax imposed by the VATA and legislation and/or any regulations supplemental thereto); and (b) any other tax of a similar nature (whether imposed in a member state of the European Union in substitution for or in addition to the tax referred to in sub-paragraph (a) or imposed elsewhere);

	"VATA"		means the Value Added Tax Act 1994;

	"Verification Materials"		means verification materials in a form acceptable to HM Treasury and to the Joint Sponsors, acting reasonably, evidencing the verification process supporting the accuracy of certain information contained in the Issue Documents;

	"Warranties"		means the representations, warranties and

			undertakings contained in Schedule 3;

	"Whitewash Resolution"		means the resolution, in a form acceptable to HM Treasury, acting reasonably, pursuant to which Ordinary Shareholders are to waive any obligation of HM Treasury to make an offer under Rule 9 of the City Code on Takeovers and Mergers;

	“Wholly Owned Equity”		has the meaning given in clause 17.1; and

	"Working Capital Report"		means the working capital review report to be prepared by the Auditors, in the form to be agreed, relating to the Group, to be dated the date of the Prospectus and supporting the working capital statements contained in the Prospectus.

1.2

Any reference to a document being "in the agreed form" or “form to be agreed” means in the form of the draft or proof thereof signed or initialled for the purpose of identification by Linklaters LLP (on behalf of the Company), Slaughter and May (on behalf of HM Treasury) and Freshfields Bruckhaus Deringer LLP (on behalf of the Joint Sponsors), or (in the case of documents to be agreed) in such form as may be satisfactory to HM Treasury and the Joint Sponsors (acting reasonably), and initialled, for the purposes of identification only, by such firms on behalf of their clients, provided that, in the determination of whether a document to be agreed is satisfactory to the Joint Sponsors, the requirement that the Joint Sponsors act reasonably shall not apply in respect of (i) the Working Capital Report, (ii) the Prospectus (or any Supplementary Prospectus), (iii) the Circular and (iv) any references to the Joint Sponsors in any of the Issue Documents (in respect of each of which their discretion shall be absolute provided that they shall act in good faith). No such initialling shall imply approval of all or any part of its contents by or on behalf of the person initialling it or any of the parties to this Agreement.

1.3	The Interpretation Act 1978 shall apply to this Agreement in the same way as it applies to an enactment.

1.4	References to a statutory provision include any subordinate legislation made from time to time under that provision.

1.5	References to a statutory provision include that provision as from time to time modified, supplemented or re-enacted so far as such modification or re-enactment applies or is capable of applying to any transactions entered into in accordance with this Agreement.

1.6	In this Agreement, a reference to a "subsidiary undertaking" or "parent undertaking" is to be construed in accordance with section 1162 (and Schedule 7) of the CA 2006 and a "subsidiary" or "holding company" is to be construed in accordance with section 1159 of the CA 2006.

1.7	Expressions defined or used in the Regulations shall have the same meaning in this Agreement (except where the context otherwise requires).

1.8	References to this Agreement include its Schedules and references in this Agreement to clauses, sub-clauses and Schedules are to clauses and sub-clauses of, and Schedules to, this Agreement.

1.9

The obligations of the Joint Sponsors under this Agreement shall be several and not joint or joint and several. No provision of this Agreement shall impose any liability on either of the Joint Sponsors for, nor shall the rights or remedies of either of the Joint Sponsors be adversely affected by, any act or omission by the other Joint Sponsor or for any breach by the other Joint Sponsor of the provisions of this Agreement. The obligations owed by the Company to the Joint Sponsors are owed to them as separate and independent obligations, and each Joint Sponsor shall have the right to protect and enforce its rights hereunder without joining the other Joint Sponsor in any proceedings.

1.10	Headings shall be ignored in construing this Agreement.

1.11	References to time of day are to London time unless otherwise stated.

1.12	When construing any provision relating to VAT, any reference in this Agreement to any person shall (where appropriate) be deemed, at any time when such person is a member of a group of companies for VAT purposes, to include a reference to the representative member of such group at such time.

1.13

Any reference to any indemnity, covenant to pay or payment (a “Payment Obligation”) being given or made on an “after-Tax basis” or expressed to be calculated on an “after-Tax basis” means that, in calculating the amount payable pursuant to such Payment Obligation (the “Payment”), there shall be taken into account (if and to the extent that the same has not already been taken into account in the calculation of the Payment):

(A)

any Tax suffered by the person entitled to receive the Payment to the extent that it arises as a result of the matter giving rise to the Payment Obligation or as a result of receiving, or being entitled to receive, the Payment; and

(B)

any relief, exemption, allowance or credit which is available to set against any Tax otherwise payable or against any income, profits or gains for Tax purposes, and any right to any refund or reimbursement of any Tax, which in each case is available to the person entitled to receive the Payment if and to the extent that the same arises as a result of the matter giving rise to the Payment Obligation or as a result of receiving, or being entitled to receive, the Payment,

such that the person entitled to receive the Payment is in the same economic position after Tax that it would have been in if the matter giving rise to the Payment Obligation had not occurred.

1.14

Each reference in this Agreement to the Joint Sponsors or either of them by any description or in any capacity includes a reference to it in each other capacity in which it may act pursuant to this Agreement or otherwise with the agreement of the Company in connection with the Placing and Open Offer.

1.15	Any reference to the Joint Sponsors or to HM Treasury approving or agreeing the form of an Issue Document, shall be a reference to such approval or agreement being given solely for the purposes of this Agreement.

1.16	A reference to “certificated” or “certificated form“ in relation to a share or other security is a reference to a share or other security title to which is recorded on the relevant register of the share or other security as being held in certificated form.

1.17

A reference to “uncertificated” or “uncertificated form“ in relation to a share or other security is a reference to a share or other security title to which is recorded on the relevant register of the share or other security as being held in uncertificated form, and title to which, by virtue of the Regulations, may be transferred by means of CREST.

1.18	Words and expressions defined in the Companies Acts shall bear the same meaning.

1.19

Any reference to “this Agreement” or “any other agreement relating to the Placing and Open Offer” or “the arrangements contemplated by the Issue Documents” or similar expressions shall be deemed, where the context permits, to include a reference to the Subscription and Transfer Agreement and the Option Agreement and the arrangements thereunder, including, without limitation, JerseyCo and the issue and allotment of the JerseyCo Ordinary Shares and the JerseyCo Preference Shares.

2. CONDITIONS

2.1	The obligations of HM Treasury and of the Joint Sponsors under this Agreement (save for the obligations under clauses 3.3 and 3.4 and such other obligations hereunder which fall due for performance before Admission) are conditional on:

(A)

the release of the Press Announcement via a Regulatory Information Service by 8.00 a.m. on the Effective Date;

(B)

there having occurred, as at Admission, no material default or breach by the Company of the terms of:

(i)

this Agreement;

(ii)

if executed, the Subscription and Transfer Agreement;

(iii)

if executed, the Option Agreement; or

(iv)

the Preference Share Subscription Agreement;

(C)

the New Shares being validly created under applicable law and forming part of the Company’s authorised but unissued share capital;

(D)

the Preference Shares being validly created under applicable law and forming part of the Company’s authorised but unissued share capital;

(E)

the Directors being duly authorised under applicable law to allot and issue the New Shares in accordance with the terms of this Agreement;

(F)

the Directors being duly authorised under applicable law to allot and issue the Preference Shares to HM Treasury (or its nominee) in accordance with the terms of the Preference Share Subscription Agreement;

(G)

the Company having obtained such approvals, authorisations, permits and consents as may be required by any government, state or other regulatory body and all necessary filings having been made and all necessary waiting periods having expired, in each case in any part of the world and as a consequence of the actions contemplated by this Agreement and/or the Preference Share Subscription Agreement;

(H)

HM Treasury having obtained such approvals, authorisations, permits and consents as may be required by any governmental, state or other regulatory body in any part of the world and all necessary filings having been made and all necessary waiting periods having expired, in each case as a consequence of the issue of New Shares and/or Preference Shares contemplated by this Agreement and/or the Preference Share Subscription Agreement;

(I)

each Warranty in Part I of Schedule 3 of this Agreement being true and accurate in all material respects and not misleading in any material respect as at the date of this Agreement and remaining true and accurate in all material respects and not misleading in any material respect on the Posting Date, at such time as a Supplementary Prospectus shall be issued in accordance with this Agreement before Admission, at each Time of Sale (if any) and immediately prior to Admission, in each case by reference to the facts and circumstances then existing;

(J)

each Warranty in Part II of Schedule 3 of this Agreement being true and accurate in all material respects and not misleading in any material respect on the Posting Date and remaining true and accurate in all material respects and not misleading in any material respect, at such time as a Supplementary Prospectus shall be issued in accordance with this Agreement before Admission, at each Time of Sale (if any) and immediately prior to Admission, in each case by reference to the facts and circumstances then existing;

(K)

there being, in the opinion of HM Treasury (acting in good faith) no Material Adverse Effect;

(L)

there being no contracts or arrangements to which the Company or any member of the Group are party which would become capable of being terminated by a party thereto (other than a member of the Group) or would permit such a party to exercise a right against a member of the Group or may otherwise give rise to material adverse consequences for the Group as a whole, in each case as a result of the issue of New Shares and/or Preference Shares contemplated by this Agreement and/or the Preference Share Subscription Agreement, in each case where this or any other consequences thereof would be, or would be reasonably likely to be, material in the context of the business of the Group or the Placing and Open Offer, the Preference Share Subscription, any acquisition of New Shares or Preference Shares by HM Treasury,

Qualifying Shareholders or Placees, Admission or post-Admission dealings in the Ordinary Shares;

(M)

the delivery to HM Treasury and to the Joint Sponsors, as applicable:

(i)

simultaneously with the execution of this Agreement, of the documents listed in Part I of Schedule 2;

(ii)

prior to despatch of the Circular and the publication of the Prospectus, of the documents listed in Part II of Schedule 2;

(iii)

at the date of each Supplementary Prospectus, the documents (or “bring downs” from such documents) listed in Part II of Schedule 2 (as applicable) requested by the Joint Sponsors and by HM Treasury in respect of such Supplementary Prospectus and dated as of such date;

(iv)

at each Time of Sale, if any, the Time of Sale Documents required to be delivered at such Time of Sale listed in Part III of Schedule 2;

(v)

immediately prior to Admission, of the documents listed in Part III of Schedule 2; and

(vi)

immediately prior to Preference Admission, of the documents listed in Part IV of Schedule 2,

in each case to the extent not already delivered and provided that HM Treasury shall not be entitled to rely on this condition in the case of non-delivery of any document which is not material, in the respective judgements of HM Treasury and the Joint Sponsors, in the context of the Placing and Open Offer or the applications for Admission or Preference Admission;

(N)

the GM being duly convened and held no later than the GM Date;

(O)

subject to applicable law (including directors’ fiduciary duties), the Directors recommending (without qualification and maintaining such recommendation) that the Company’s shareholders vote in favour of the Resolutions;

(P)

subject to applicable law, the Directors voting all Ordinary Shares held by them in favour of the Resolutions;

(Q)

the Company's shareholders passing the Resolutions (without amendment) at the GM;

(R)

the Prospectus, the Preference Prospectus and, to the extent necessary, the Circular being approved by the FSA in accordance with the Prospectus Rules, the Listing Rules and FSMA;

(S)

the Circular being approved by the Panel in relation to the Whitewash Resolution;

(T)

subject to satisfaction of the condition set out in clause 2.1(R), the Prospectus being made available to Qualifying Shareholders (other than Prohibited Shareholders and US Shareholders) in accordance with the Prospectus Rules and the Preference Prospectus being published in accordance with the Prospectus Rules;

(U)

subject to satisfaction of the conditions set out in clause 2.1(R) and clause 2.1 (S), the posting to Qualifying Shareholders (other than Prohibited Shareholders and US Shareholders) of the Circular and the Form of Proxy with, in the case of Qualifying Non-CREST Shareholders, an Application Form, in accordance with clause 3;

(V)

the Company having applied for Admission and admission of the New Shares to CREST as Participating Securities and all of the conditions to such admission having been satisfied, in each case, on or before Admission;

(W)

the Company allotting, subject only to Admission, the New Shares to the relevant Placees in accordance with clauses 3 and 4 or to HM Treasury (or its nominee) in accordance with clause 6;

(X)

the Directors having waived all change of control provisions set out in their respective service contracts which would otherwise be or have been triggered as a result of the issue of New Shares and/or Preference Shares contemplated by this Agreement and/or the Preference Share Subscription Agreement;

(Y)

the Subscription and Transfer Agreement and the Option Agreement having been duly executed, the Subscription and Transfer Agreement relating to the allotment of the New Shares having become wholly unconditional except for the condition relating to Admission, each of the parties thereto complying with its obligations in each of the Subscription and Transfer Agreement relating to the allotment of the New Shares and the Option Agreement to the extent that the same fall to be performed prior to Admission or Preference Admission and there having occurred no default or breach by any party thereto under either such agreement;

(Z)

no event referred to in Section 87G of the FSMA arising between the time of publication of the Prospectus and the time of Admission and no Supplementary Prospectus being published by or on behalf of the Company before Admission which, in any of the foregoing cases, HM Treasury or the Joint Sponsors consider in their respective sole judgments acting in good faith to be (singly or in the aggregate) material in the context of the business of the Group, the Placing and Open Offer, the Preference Share Subscription, any acquisition of New Shares or Preference Shares by HM Treasury, Ordinary Shareholders or Placees or Admission, Preference Admission or post-Admission dealings in the Ordinary Shares;

(AA)

the Company having applied for Preference Admission and admission of the Preference Shares to CREST as Participating Securities and all of the conditions to such Preference Admission having been satisfied, in each case, on or before Preference Admission;

(BB)

Preference Admission becoming effective on the date of Admission;

(CC)

Admission occurring at or before 8.00 a.m. on 12 December 2008 (or such later time or date as HM Treasury may agree);

(DD)

the Prospectus and the Circular not containing disclosure of any fact, matter or circumstance material in the context of the Group or the Placing and Open Offer, the Preference Share Subscription, any acquisition of New Shares or subscription for Preference Shares by HM Treasury, Ordinary Shareholders or Placees or Admission or Preference Admission or post-Admission dealings in the Ordinary Shares which has not previously been fairly disclosed, whether in the Press Announcement, any of the Previous Announcements or otherwise in writing to HM Treasury and to the Joint Sponsors; and

(EE)

the Company allotting, subject only to Preference Admission, the Preference Shares to HM Treasury in accordance with the Preference Share Subscription Agreement.

2.2

Subject to the fiduciary duties of the Directors, the Company shall use all reasonable endeavours to procure the fulfilment of the conditions set out in clause 2.1 and, where applicable, by the times and dates stated therein (or such later times and/or dates as HM Treasury may agree) and shall notify HM Treasury forthwith in the event that the Company or any of the Directors becomes aware that any of the conditions set out in clause 2.1 has become or might reasonably be expected to become incapable of fulfilment by the time and/or date stated in such condition (or such later time and/or date as HM Treasury may agree) or at all. In addition, the Company shall provide HM Treasury with such information as it may reasonably require to enable it to ascertain whether the condition in clause 2.1(L) has been satisfied.

2.3	Each Joint Sponsor shall use its reasonable endeavours to provide to the Company such assistance as the Company shall reasonably request in connection with the procedural steps required for the performance of the obligations of the Company set out in clauses 2.1(R), (V) and (CC).

2.4

Each Joint Sponsor shall not unreasonably refuse consent to executing such documents and doing such things as the Company and HM Treasury may reasonably require to grant security, and a power of attorney, to the Company over, and in respect of, the shares in JerseyCo to be subscribed by such Joint Sponsor under the Subscription and Transfer Agreement and the Option Agreement and to JerseyCo over the bank account to which payments are to be made pursuant to clauses 3.24, 3.25 and 6.3 and over all or any rights of the Joint Sponsors to receive payments for any New Shares to be acquired pursuant to the Placing and Open Offer, in each case as security for the performance by the Joint Sponsors of their obligations under such agreements.

2.5

Subject to clause 2.8, HM Treasury shall be entitled, in its absolute discretion and upon such terms as it shall think fit, to waive fulfilment of all or any of the conditions set out in clause 2.1 (other than clauses 2.1(C) to (G), (Q) (save in relation to the Whitewash Resolution), (R) and (CC)) or to extend the time provided for fulfilment of any of the conditions set out in clause 2.1 in respect of all or any part of the performance thereof.

2.6	The Company shall be entitled to waive fulfilment of the condition set out in clause 2.1(G).

2.7

If the condition set out in clause 2.1(G) is not satisfied at the time at which all other conditions set out in clause 2.1 are satisfied or, to the extent permitted, waived, the parties shall treat such condition as waived (and the Company shall be deemed to have waived such condition) if the relevant matter in respect of which the condition has not been satisfied is not likely to lead to material consequences for the Company or the Directors and is not material in the context of the Placing, the Open Offer, Admission, Preference Admission, post-Admission dealings in the Ordinary Shares and, in all cases, for the avoidance of doubt, taking account of the financial circumstances of the Company.

2.8

If:

(A)

any of the conditions set out in clause 2.1 are not fulfilled or, if capable of waiver pursuant to clause 2.5 or clause 2.6, waived, or treated as waived pursuant to clause 2.7, by the time and/or date specified therein (or such later time and/or date as HM Treasury may agree); and

(B)

HM Treasury does not consider it to be necessary that the arrangements contemplated by this Agreement and by the Preference Share Subscription Agreement proceed to completion in order to maintain the financial stability of the United Kingdom,

then on notice from HM Treasury to the Joint Sponsors and the Company, the Joint Sponsors shall, on behalf of the Company, withdraw any application made to the FSA and/or the London Stock Exchange and/or Euronext in connection with Admission, the Company shall withdraw any application made for Preference Admission, this Agreement shall cease and determine and no party to this Agreement shall have any claim against any other party to this Agreement for costs, damages, compensation or otherwise except as provided in clause 2.10.

2.9

Without prejudice to the rights of HM Treasury and the Joint Sponsors under clause 13, if any of the conditions set out in clause 2.1 are not fulfilled or, if capable of waiver pursuant to clause 2.5 or clause 2.6, waived, or treated as waived pursuant to clause 2.7, by the date and/or time specified herein (or such later time as HM Treasury may agree) and if HM Treasury does consider it necessary that the arrangements contemplated by this Agreement and by the Preference Share Subscription Agreement proceed to completion in order to maintain the financial stability of the United Kingdom, HM Treasury shall treat as waived any outstanding conditions in clause 2.1 (other than any condition referred to as not being waivable by HM Treasury).

2.10	Where this Agreement has terminated pursuant to clause 2.8:

(A)

such termination shall be without prejudice to any accrued rights or obligations under this Agreement;

(B)

the Company shall pay any commissions, fees and expenses as are payable in such circumstance under and in accordance with clauses 8.1 and 8.2; and

(C)

the provisions of this clause 2.10 and clauses 1, 8, 9.1, 9.2, 9.3, 9.4, 9.6, 9.11, 10, 11, 12, 14, 15, 16, 17, 18 and 19 shall remain in full force and effect.

2.11

HM Treasury and the Company shall use all reasonable endeavours to procure that, by no later than Admission, all approvals, authorisations and consents as may be required from any government, state or other regulatory body shall have been obtained in order that the conditions set out in clauses 2.1(G) and 2.1(H) may be satisfied. The Company and HM Treasury shall co-operate with each other (at the cost of the Company) in order that the conditions set out in clauses 2.1(G) and 2.1(H) may be satisfied, which co-operation shall include the Company:

(A)

promptly providing to HM Treasury and to HM Treasury’s lawyers and other advisers where appropriate, any necessary information and documents reasonably required for the purpose of obtaining such approvals, authorisations, permits and consents and making such necessary filings;

(B)

promptly notifying HM Treasury or HM Treasury’s lawyers and other advisers where appropriate, of any material communications received in the course of obtaining such approvals, authorisations, permits and consents and making such necessary filings; and

(C)

generally supporting HM Treasury in obtaining such approvals, authorisations, permits and consents and making such necessary filings.

2.12	Upon Admission, each of the conditions set out in clause 2.1 shall, to the extent not fulfilled, be deemed to have been fulfilled or waived.

3. THE PLACING AND OPEN OFFER AND APPOINTMENTS

3.1	The Company hereby:

(A)

appoints each of UBS and Merrill Lynch as joint sponsors in connection with the applications for Admission and, if required by the UK Listing Authority, the publication of the Circular and as joint bookrunners and placing agents in connection with the Placing and Open Offer and each of UBS and Merrill Lynch accepts such appointments;

(B)

confirms that such appointments confer on each of the Joint Sponsors all powers, authorities and discretions on behalf of the Company which are necessary for or incidental to, the performance of its function as Joint Sponsor, joint bookrunner and placing agent to the Placing and Open Offer (including the power to appoint sub-agents or to delegate the exercise of any of its powers, authorities or discretions to such persons as it may think fit); and

(C)

agrees to ratify and approve all documents, acts and things which each of the Joint Sponsors shall lawfully do in the exercise of such appointments, powers, authorities and discretions.

3.2	The Company hereby agrees, subject always to clause 5.1, to invite Qualifying Shareholders (who are not Prohibited Shareholders or US Shareholders) by means of

the Prospectus and (in the case of Qualifying Non CREST Shareholders who are not Prohibited Shareholders or US Shareholders) the Application Form to apply to acquire the New Shares at the Issue Price and otherwise on the terms and conditions set out therein. The Company shall procure that under the terms of the Placing and Open Offer Qualifying Shareholders (other than Prohibited Shareholders or US Shareholders) shall be entitled (i) to acquire their pre-emptive entitlements, and, (ii) to the extent reasonably practicable (and provided always that such Qualifying Shareholders who are not Prohibited Shareholders or US Shareholders are treated equally), and to the extent that such pre-emptive entitlements are not taken up by other Qualifying Shareholders (who are not Prohibited Shareholders or US Shareholders), to apply to acquire additional New Shares (either in their capacity as Qualifying Shareholders or, if such structure is not reasonably practicable, as Placees whose application for additional New Shares the parties hereby agree will be allocated in full to the extent possible, and failing which will be scaled back on a pro rata basis).

3.3

Subject to the next following sentence, each of the Joint Sponsors hereby agrees severally (and not jointly or jointly and severally) and in reliance on the representations, warranties and undertakings of the Company set out in this Agreement, as agent of the Company, to use reasonable endeavours to procure Placees to take up the New Shares on such terms and conditions as may be agreed upon by HM Treasury, including the Treasury Solicitor, and at a price not lower than the Issue Price, subject to a right of clawback as a result of the New Shares being acquired under the Open Offer and otherwise upon and subject to the terms and conditions in the Placing Letters and on the basis of the information in the other Placing Documents, it being understood that if having used such reasonable endeavours the Joint Sponsors are unable to procure Placees, or if any Placees who are so procured fail to meet their payment obligations, for all or any of the New Shares, the Joint Sponsors shall not themselves be obliged to acquire such New Shares which shall be Residual Shares to be taken up solely by HM Treasury in accordance with clause 6.3. The obligation of each of the Joint Sponsors to use reasonable endeavours to procure Placees pursuant to the preceding sentence shall not apply until publication of the Prospectus in accordance with the provisions of this Agreement, provided that each of the Joint Sponsors shall be permitted to endeavour to procure Placees prior to such publication.

3.4

Subject to compliance with this clause 3 and with the restrictions in clause 5, each of UBS and Merrill Lynch shall have discretion to procure Placees in the manner and otherwise as it thinks fit in compliance, in all material respects, with applicable laws as are customarily complied with by banks of international reputation, including the last time at which Placing Letters may be despatched, allocations pursuant thereto may be made and acceptances pursuant thereto received.

3.5

UBS and Merrill Lynch will procure that a schedule is delivered to the Company (or the Registrar on behalf of the Company) and to HM Treasury no later than 5 p.m. on the second Business Day following the Closing Date following completion of the procedure set out in clause 3.4 showing the names and registration details of Placees allocated Non-Accepted Shares (and the number of New Shares comprised in such allocations) and shall specify whether such shares are to be issued in certificated or uncertificated form together with details of (and the number of New Shares comprised in) the proposed number of Residual Shares to be acquired by HM Treasury (or its nominee) pursuant to clause 6.3 (the "Placing Schedule"). HM Treasury, the Company and the

Joint Sponsors will consult each other in respect of, and agree a final version of, the Placing Schedule within one Business Day of the date of its delivery pursuant to this clause 3.5.

3.6

Without prejudice to the Joint Sponsors' obligations under Chapter 8 of the Listing Rules, the Company acknowledges and agrees that neither of the Joint Sponsors nor HM Treasury is responsible for and has not authorised and will not authorise the contents of any Issue Document and that neither of the Joint Sponsors nor HM Treasury shall be responsible for verifying the accuracy, completeness or fairness of any information in any of the Issue Documents (or any supplement or amendment to any of the foregoing).

3.7

The Company consents to each Joint Sponsor disclosing to the FSA at any time before or after Admission, any information that such Joint Sponsor is required to disclose to satisfy its obligations as a sponsor under the Listing Rules and/or the DTRs provided that, where legally permitted and practicable, such Joint Sponsor notifies the Company prior to making, and consults as to the timing and manner of, such disclosure.

3.8	The Company confirms that it will appoint a receiving agent to act as registrar and receiving agent in connection with the Placing and Open Offer and that the Receiving Agent will be admitted as registrar and receiving agent in respect of CREST.

3.9

The Company shall give all such assistance and provide all such information as each of the Joint Sponsors may reasonably require for the making and implementation of the Placing and Open Offer and will do (or procure to be done) all such things and execute (or procure to be executed) all such documents as may be reasonably necessary or desirable to be done or executed by the Company or by its officers, employees or agents in connection therewith.

3.10

The Joint Sponsors and the Company agree to use their respective reasonable endeavours to finalise the Option Agreement and Subscription and Transfer Agreement so as to give effect to the arrangements intended to be contemplated by such agreements, provided that such arrangements reflect any requirements of the Joint Sponsors, acting reasonably, to enable them to comply with any regulatory provisions applicable to them and to enter into those agreements as soon as reasonably practicable and to execute such documents and do such things as may be necessary or desirable to implement such arrangements, in each case as may be reasonably agreed between the Joint Sponsors and the Company. Finalisation of the Option Agreement and the Subscription and Transfer Agreement and the mechanical and cash-flow arrangements related thereto (including those in support of the arrangements provided in clauses 2.3, 3.24 and 3.25 and the arrangements for the provision of security for the transfer of the Consideration Shares contemplated by clause 2.4) shall require the prior approval of HM Treasury (not to be unreasonably withheld).

3.11	The Company undertakes that it shall release the Press Announcement to a Regulatory Information Service at, or as soon as practicable after, 7.00 a.m. on the Effective Date.

3.12	The Company undertakes to:

(A)

make an application:

(i)

(within the meaning of and for the purposes of the Prospectus Rules) to the FSA for the approval of the Prospectus, the Preference Prospectus and, to the extent required, the Circular; and

(ii)

to the Panel for the approval of the Circular in relation to the Whitewash Resolution; and

(B)

apply to the FSA, to the London Stock Exchange and to Euronext for Admission and to the FSA and to the London Stock Exchange for Preference Admission and further undertakes to provide such information, supply and/or execute such documents, pay such fees, give such undertakings and do all such acts and things as may be required (a) by the UK Listing Authority and the London Stock Exchange for the purposes of obtaining formal approval of the Circular (to the extent required) and the Prospectus, the Preference Prospectus, any Supplementary Prospectus and any Supplementary Preference Prospectus and obtaining Admission and Preference Admission, and (b) to comply with the Listing Rules, the Prospectus Rules, the Admission and Disclosure Standards, FSMA and the Companies Acts, and (c) by the UK Listing Authority and/or the Netherlands Authority for the Financial Markets for the passporting of the Prospectus into the Netherlands in accordance with the NFSA, and (d) by Euroclear for the purposes of obtaining permission for the admission of the New Shares and the Preference Shares as Participating Securities in CREST and (e) by the FSA, the London Stock Exchange or Euronext, in each case to obtain the grant of such Admission or Preference Admission, as the case may be. Subject to the fiduciary duties of the Directors, the Company will use all reasonable endeavours to obtain the grant of Admission (subject only to the allotment of the New Shares) and of Preference Admission (subject only to the allotment of the Preference Shares) by no later than 8.00 a.m. on 12 December 2008 (or such later time or date as HM Treasury may agree in writing).

3.13	The Company undertakes that it shall not include any reference to HM Treasury or the Joint Sponsors in any of the Issue Documents without the prior written consent of HM Treasury or the Joint Sponsors, as applicable.

3.14

Subject to obtaining the approval of the Prospectus (and of the Circular, but only to the extent required) by the FSA and having issued a passporting statement to the Netherlands Authority for the Financial Markets and such other regulators as may be appropriate and subject to obtaining the approval of the Circular by the Panel in relation to the Whitewash Resolution, the Company shall procure that:

(A)

the Circular and Forms of Proxy are posted to all Qualifying Shareholders (in each case other than Prohibited Shareholders and US Shareholders) on the Posting Date, and the Prospectus is made available to Qualifying Shareholders (in each case other than Prohibited Shareholders and US Shareholders) in accordance with the Prospectus Rules and the NFSA, in each case subject to clause 5;

(B)

a copy of each of the Prospectus and the Circular is filed with the FSA pursuant to the Prospectus Rules and the Listing Rules respectively;

(C)

copies of the Prospectus, together with any other required documents, are made available to the public by or on behalf of the Company in accordance with the Prospectus Rules;

(D)

Application Forms are posted to all Qualifying Non-CREST Shareholders (other than Prohibited Shareholders and US Shareholders) with the Prospectus and Circular; and

(E)

the Open Offer Entitlements of Qualifying CREST Shareholders (other than Prohibited Shareholders and US Shareholders) are credited to their respective stock accounts on the first Dealing Day after the Ordinary Shares go “ex” the entitlement to apply under the Open Offer.

3.15	Subject to obtaining the approval of the Preference Prospectus by the FSA and subject to clause 5, the Company shall procure that:

(A)

a copy of the Preference Prospectus is filed with the FSA pursuant to the Prospectus Rules; and

(B)

copies of the Preference Prospectus, together with all other required documents, are made available to the public by or on behalf of the Company in accordance with the Prospectus Rules.

3.16

As soon as practicable after the Posting Date, the Company shall procure delivery to Euroclear of security application forms in a form acceptable to HM Treasury and to the Joint Sponsors, acting reasonably, in respect of the Open Offer Entitlements and the New Shares and the Company undertakes to use reasonable endeavours to obtain permission for the admission of each of the Open Offer Entitlements and the New Shares as a Participating Security in CREST.

3.17

On the Posting Date, prior to publication of the Prospectus, and (to the extent reasonably requested) prior to the publication of each Supplementary Prospectus, the Company shall deliver or procure there are delivered to the Joint Sponsors and to HM Treasury those documents listed in Part II of Schedule 2.

3.18	At or with respect to the date of any Time of Sale, the Company shall deliver or procure there are delivered to the Joint Sponsors and to HM Treasury the documents listed in Part III of Schedule 2.

3.19	The Company authorises the Joint Sponsors to date the Enablement Letter and deliver it to Euroclear.

3.20	Subject always to the fiduciary duties of the Directors, the Company shall procure that the GM is duly convened and held no later than 20 November 2008 and that the Resolutions are proposed at it.

3.21	Subject to clause 3.22, neither the Placing and Open Offer nor any of its terms and conditions shall be varied, extended, amended or withdrawn without the prior written consent of HM Treasury, except as required by any applicable law or regulation.

3.22

If at any time between the Posting Date and the Closing Date: (i) any event shall have occurred as a result of which the Prospectus, as amended or supplemented from time to time, would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such document is delivered, not misleading, or if for any other reason, including compliance with Section 87G of FSMA, it shall be necessary to amend or supplement the Prospectus, the Company will (without prejudice to the rights of HM Treasury and the Joint Sponsors under this Agreement) promptly:

(A)

notify HM Treasury and the Joint Sponsors of the relevant circumstances;

(B)

consult with HM Treasury and the Joint Sponsors in considering any requirement to publish a Supplementary Prospectus;

(C)

consult with HM Treasury and the Joint Sponsors as to the contents of any Supplementary Prospectus and comply with all reasonable requirements of in relation thereto; and

(D)

publish such Supplementary Prospectus in such manner as may be required by the Prospectus Rules,

and the provisions of this clause 3.22 shall apply mutatis mutandis in respect of the Preference Prospectus (save that references to the Joint Sponsors shall not so apply).

3.23	On the Posting Date, each Joint Sponsor shall deliver to the Company and to HM Treasury an original of the Subscription and Transfer Agreement and the Option Agreement, each duly executed by the relevant Joint Sponsor (if a party thereto).

3.24

As between the Company and UBS, any amounts received by UBS in respect of the New Shares whether from applicants for New Shares pursuant to the Open Offer, Placees or HM Treasury (in accordance with clause 6) shall be received by UBS and the Company shall have no rights to receive such amounts from UBS or from any acquiror of such New Shares. Such amounts shall be paid by applicants for the New Shares to be issued pursuant to the Open Offer, by Placees and by HM Treasury, in each case as applicable, into a bank account approved by HM Treasury, being an account established on terms approved by HM Treasury, acting reasonably.

3.25

As between the Company and Merrill Lynch, any amounts received by Merrill Lynch in respect of the New Shares whether from applicants for New Shares pursuant to the Open Offer, Placees or HM Treasury (in accordance with clause 6) shall be received by Merrill Lynch and the Company shall have no rights to receive such amounts from Merrill Lynch or from any acquiror of such New Shares. Such amounts shall be paid by applicants for the New Shares to be issued pursuant to the Open Offer, by Placees and by HM Treasury, in each case as applicable, into a bank account approved by HM Treasury, being an account established on terms approved by HM Treasury, acting reasonably.

3.26	For the avoidance of doubt, nothing in this Agreement confers or imposes on any Placee (including HM Treasury) any right or obligation (conditional or otherwise) to subscribe for or acquire any JerseyCo Preference Shares or JerseyCo Ordinary Shares.

3.27	Immediately prior to Admission the Company shall deliver or procure that there are delivered to the Joint Sponsors and to HM Treasury those documents listed in the Part III of Schedule 2.

3.28	Immediately prior to Preference Admission, the Company shall deliver to HM Treasury those documents listed in Part IV of Schedule 2.

3.29

The Company shall procure (to the extent that it lies in its power to do so) to be communicated or delivered to the Joint Sponsors all such information and documents (signed by the appropriate person where so required) as the Joint Sponsors may reasonably require to enable them to discharge their obligations hereunder and pursuant to or in connection with obtaining Admission, Preference Admission, the Placing and Open Offer or as may be required to comply with the requirements of the FSMA, the FSA or the London Stock Exchange.

3.30	The Company confirms to the Joint Sponsors and to HM Treasury that a meeting or meetings of the Board has been held (and/or, in the case of (C), (E) and (F) below, undertakes to hold such a meeting) which has (or will have, as the case may be):

(A)

authorised the Company to enter into and perform its obligations under this Agreement and the Preference Share Subscription Agreement;

(B)

approved the form and release of the Press Announcement;

(C)

approved the form of the Circular, Prospectus, and the Form of Proxy and authorised and approved the publication of the Circular, Prospectus, Form of Proxy, each of the other Issue Documents and all other documents connected with the Placing and Open Offer, Admission and Preference Admission, as appropriate;

(D)

approved the making of the Placing and Open Offer and the allotment of Preference Shares under the Preference Share Subscription Agreement;

(E)

approved the making of the applications for Admission and Preference Admission; and

(F)

authorised (or authorise, as the case may be) all necessary steps to be taken by the Company in connection with each of the above matters.

3.31

The Company irrevocably authorises each of the Joint Sponsors to give to the Registrars and/or Euroclear any instructions consistent with this Agreement and/or the Issue Documents that it reasonably considers to be necessary for, or incidental to, the performance of its functions as joint sponsor or joint bookrunner or placing agent (as the case may be).

3.32	The Company acknowledges that the Joint Sponsors’ responsibilities as sponsors pursuant to the Listing Rules are owed solely to the FSA and that agreeing to act as sponsor does not of itself extend any duties or obligations to any one else, including the Company.

ALLOTMENT OF THE NEW SHARES, CONSIDERATION AND REGISTRATION

4.1	The Company shall, prior to Admission, pursuant to a resolution of the Board, allot, conditional only on Admission, the New Shares to the Open Offer Acceptors in each case in accordance with the terms of the Open Offer Documents.

4.2	The Company shall, in relation to the Placing, as soon as reasonably practicable following receipt of the Placing Schedule and in any event (subject only to such receipt) prior to Admission:

(A)

as regards the New Shares required by Placees to be certificated shares, pursuant to a resolution of the Board, allot, conditional only upon Admission, such New Shares as certificated shares, subject to the prior consent of HM Treasury and to the terms of the Placing Documents, to the Placees of such New Shares in the proportions set out in the Placing Schedule; and

(B)

as regards the New Shares which are required by Placees to be uncertificated shares, pursuant to a resolution of the Board, allot, conditional only upon Admission, such New Shares as uncertificated shares, subject to the prior consent of HM Treasury and to the terms of the Placing Documents:

(i)

in the case of Placees procured by UBS, to such CREST account of such person as will be notified by UBS to the Company no later than five Business Days prior to Admission, such person to hold such New Shares as nominee for such Placees; and

(ii)

in the case of Placees procured by Merrill Lynch, to such CREST account of such person as will be notified by Merrill Lynch to the Company no later than five Business Days prior to Admission, such person to hold such New Shares as nominee for such Placees.

4.3

The consideration for the allotment and issue of the New Shares to the Open Offer Acceptors and the Placees pursuant to clauses 4.1, 4.2 and 6.3 shall be the transfer to the Company by the Joint Sponsors (or a third party to whom its obligations under the Subscription and Transfer Agreement are novated), in its capacity as subscriber for the Consideration Shares, of the Consideration Shares pursuant to the Subscription and Transfer Agreement. Subject to Admission taking place, one of the Joint Sponsors (or a third party to whom its obligations under the Subscription and Transfer Agreement are novated) shall, as shall be set out in the Subscription and Transfer Agreement and in its capacity as subscriber for the Consideration Shares, deliver to, or as may be directed by, the Company duly executed instruments of transfer in respect of the Consideration Shares held by it, by which the Consideration Shares are transferred to the Company (or such persons as the Company may direct). For the avoidance of doubt, UBS and Merrill Lynch will be under no obligation to subscribe for Consideration Shares in an amount in excess of the amount received by them (a) from Placees (other than HM

Treasury); (b) from Qualifying Shareholders pursuant to the Open Offer; and (c) from HM Treasury.

4.4	Following delivery of the instruments of transfer in respect of the Consideration Shares in accordance with clause 4.3, the Company shall procure that the Receiving Agent will, without delay on the day of Admission:

(A)

effect the registration, without registration fee, of the persons referred to in clauses 4.1 and 4.2(B) above and, as appropriate, HM Treasury (or its nominee) in accordance with clause 6.3, as the holders of the relevant New Shares and shall procure that such New Shares are credited to any relevant accounts as specified in CREST (without charging any administration fee); and

(B)

effect the registration, without registration fee, of the Placees referred to in clause 4.2(A) in the register of members and, to issue definitive certificates.

4.5

The New Shares will, as from the date when they are issued, rank pari passu in all respects with, and be identical to, the Ordinary Shares then in issue and will rank in full for all dividends and other distributions declared, made or paid on the Ordinary Shares after such date of issue. The New Shares and the Preference Shares shall be allotted and issued free from all Adverse Interests.

5. OVERSEAS SHAREHOLDERS

5.1

The Company shall procure that no Application Forms and no copies of the Prospectus (or any Supplementary Prospectus) shall be posted to Prohibited Shareholders and that no Open Offer Entitlements are credited to stock accounts in CREST of Prohibited Shareholders unless they have supplied the Company with an address in the United Kingdom for the giving of notices to them.

5.2

The Application Forms, together with the Prospectus and any Supplementary Prospectus shall specify, to the reasonable satisfaction of the Joint Sponsors, such procedures as to ensure that no New Shares are credited to the account or for the benefit of any person located in the United States unless they have established to the reasonable satisfaction of the Company that, in the case of US Shareholders, they are qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act or accredited investors as defined in Rule 501 under the Securities Act, or in the case of Prohibited Shareholders, they may take up their entitlements to the New Shares in accordance with an applicable exemption from local securities laws.

5.3

The Company shall not without the written consent of the Joint Sponsors, not to be unreasonably withheld, make the New Shares available to the holders of American Depositary Shares representing the Ordinary Shares with respect to any Ordinary Shares underlying such holder’s American Depositary Shares.

5.4

Each of the Joint Sponsors (severally and not jointly or jointly and severally) and the Company acknowledges and agrees that offers and sales of New Shares will be made as described in the Prospectus and in accordance with the terms of this Agreement. The rights of Prohibited Shareholders and US Shareholders to participate in the Open Offer and Placing shall be limited as set out in the Prospectus and in this Agreement.

5.5

It is agreed and understood that the New Shares do not meet the eligibility requirements of Rule 144A under the Securities Act.

5.6

Each of the Company and the Joint Sponsors (severally and not jointly or jointly and severally) confirms and agrees that except in relation to each Member State of the EEA which has implemented the Prospectus Directive (each a “Relevant Member State”), none of the New Shares have been or will be offered to the public for the purposes of the Prospectus Directive in that Relevant Member State prior to the publication of a prospectus in relation to the New Shares which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except:

(A)

to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities;

(B)

to any legal entity which has two or more of:

(i)

an average of at least 250 employees during the last financial year;

(ii)

a total balance sheet of more than €43,000,000; and

(iii)

an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or

(C)

in any other circumstances which do not require the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Directive,

provided that no such offer of any New Shares shall result in a requirement for the publication of a prospectus pursuant to Article 3 of the Prospectus Directive or any measure implementing the Prospectus Directive in the Relevant Member State.

For the purposes of this provision, the expression an "offer of New Shares to the public" in relation to any New Shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the New Shares to be offered so as to enable an investor to decide to purchase or subscribe for the New Shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State.

5.7

Each of the Company, HM Treasury and the Joint Sponsors (severally and not jointly or jointly and severally) acknowledges and agrees that the New Shares and the Open Offer Entitlements have not been and will not be registered under the Securities Act and may not be offered or sold except in accordance with Rule 903 of Regulation S, to QIBs or to certain pre-identified US employees of the Company who are accredited investors (as defined in Rule 501 under the Securities Act) only if such employees have executed and delivered to the Company an investor letter in a form reasonably satisfactory to the Joint Sponsors and HM Treasury, in each case pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

5.8	Each of the Company, HM Treasury and the Joint Sponsors (severally and not jointly or jointly and severally) represents, warrants and agrees that it:

(A)

has not engaged and will not engage in any directed selling efforts (within the meaning of Regulation S) in the United States with respect to the New Shares;

(B)

has not offered or sold and will not offer or sell New Shares in the United States by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act or in a manner involving a public offering within the meaning of Section 4(2) of the Securities Act;

(C)

has only solicited and will only solicit subscriptions of and has only offered or sold and will only offer or sell the New Shares:

(i)

to persons that it reasonably believes are QIBs pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, ("QIB Purchasers") and only if such QIB Purchasers have executed and delivered an investor letter in the form of Schedule 5 of this Agreement, which in the case of the Joint Sponsors does not need to be until the delivery of any New Shares to any such QIB Purchasers;

(ii)

to certain pre-identified US employees of the Company who are accredited investors (as defined in Rule 501 under the Securities Act) only if such employees have executed and delivered to the Company an investor letter in a form reasonably satisfactory to the Joint Sponsors in accordance with an applicable exemption from local securities laws;

(iii)

in reliance upon and in compliance with Regulation S; or

(iv)

to Prohibited Shareholders in accordance with an applicable exemption from local securities laws and in reliance upon and in compliance with Regulation S; and

(D)

has complied and will comply with all applicable provisions of FSMA and all other applicable securities laws with respect to anything done by it in relation to any New Shares in, from or otherwise involving the United Kingdom.

5.9	The Company acknowledges and agrees that it has not, directly or indirectly:

(A)

made nor will it make offers or sales of any security;

(B)

solicited nor will it solicit offers or sales of any security;

(C)

otherwise negotiated nor will it negotiate in respect of any security;

(D)

taken nor will it take any other action,

in any of the foregoing cases under circumstances that would require registration of the New Shares under the Securities Act.

5.10

For so long as any New Shares are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, the Company will during any period in which it is neither subject to Section 13 or 15(d) of the Exchange Act nor exempt from reporting pursuant to Rule 12g3-2(b) thereunder, provide to any holder or beneficial owner of such restricted securities or to any prospective purchaser of such restricted securities designated by such holder or beneficial owner, upon the request of such holder, beneficial owner or prospective purchaser, the information required to be provided by Rule 144A(d)(4) under the Securities Act; this undertaking is also for the benefit of the holders and beneficial owners from time to time of such restricted securities and prospective purchasers designated by such holders or beneficial owners from time to time.

5.11

The Company shall ensure that each of its Affiliates and each person acting on behalf of the Company or its Affiliates (other than the Joint Sponsors and their respective Affiliates and persons acting on behalf of any of the Joint Sponsors and their respective Affiliates) has complied and will comply with clauses 5.6, 5.7, 5.8 and 5.9.

5.12	Each of the Joint Sponsors shall ensure that each of its Affiliates and each person acting on its behalf or on behalf of its Affiliates has complied and will comply with clauses 5.6, 5.7 and 5.8.

6. HM TREASURY ACQUISITION

6.1	For the purposes of this clause 6:

(A)

"Accepted Shares" shall mean any New Shares in respect of which an Acceptance has been made before 11.00 a.m. on the Closing Date;

(B)

"Non-Accepted Shares" shall mean any New Shares which are not Accepted Shares together with any New Shares which are treated as Non-Accepted Shares pursuant to clauses 6.1 (C); and

(C)

the Company shall, with the consent of HM Treasury, be entitled to treat as Non-Accepted Shares:

(i)

any New Shares comprised in an Acceptance which has been validly rejected by the Company, with the consent of HM Treasury, not later than 2.00 p.m. on the Closing Date in accordance with the terms of the Open Offer, by reason of insufficient evidence as to identity having been received by that time in accordance with the procedures maintained by the Registrars under the Money Laundering Regulations 2007;

(ii)

any New Shares comprised in an Acceptance which has been validly withdrawn pursuant to the rights of investors to withdraw acceptances in accordance with Section 87Q of FSMA;

(iii)

any New Shares comprised in an Acceptance in respect of which cleared payment has not been received by 5.00 p.m. on the third Business Day following the Closing Date (the “Relevant Time”); and

(iv)

any New Shares comprised in any other Acceptance which the Company, with the consent of HM Treasury, has elected not later than 2.00 p.m. on the Closing Date to treat as invalid, in accordance with the terms of the Open Offer.

6.2	Without prejudice to clause 8, if there are no Non-Accepted Shares, obligations with regards to Non-Accepted Shares under this clause 6 will cease.

6.3

If by the Relevant Time there are Non-Accepted Shares for which no Placees have been arranged and consented to by HM Treasury (being “Residual Shares”) and subject to the conditions set out in clause 2.1 having been satisfied or, where permitted by clauses 2.5 to 2.7, waived or treated as waived and to this Agreement not having been terminated under clause 2.8 or clause 13, and subject to clause 8.4, HM Treasury shall itself (or shall procure that its nominee shall) acquire such Residual Shares at the Issue Price and on the terms, subject to the conditions and on the basis of the information contained in the Issue Documents and in reliance on the Warranties given under clause 10 and HM Treasury shall, on the date of Admission, pay the relevant acquisition monies to the bank account referred to in clause 2.4 which shall constitute a complete discharge of HM Treasury’s obligations to make payment in respect of the Residual Shares. If, following the Relevant Time, payment is dishonoured in respect of any Acceptances previously made, the relevant New Shares shall be dealt with in accordance with the terms of the Open Offer and shall not be Residual Shares.

6.4

As between the Company and the Joint Sponsors, any amounts received by the Joint Sponsors under clause 6.3 or from Placees or from Ordinary Shareholders shall be received and held by the relevant Joint Sponsor, and the Company shall have no right to receive such amounts from the Joint Sponsors or HM Treasury. Such amounts will be received by the Joint Sponsors and shall be applied in payment for the JerseyCo Preference Shares.

6.5	If HM Treasury (or its nominee) acquires New Shares pursuant to this clause 6, it has, in addition to any other rights and remedies it may have, the rights and remedies of a person acquiring New Shares on the basis of the Issue Documents.

6.6	If HM Treasury (or its nominee) acquires New Shares pursuant to this clause 6, then the Company agrees that it shall, on the date of Admission, enter into a registration rights agreement with HM Treasury in form and substance reasonably satisfactory to HM Treasury and the Company.

6.7

The Company confirms to the Joint Sponsors that any information which the Joint Sponsors may obtain as to whether or not Placees have been procured to take up any Non-Accepted Shares or, if any such Placees have been so procured, as to the identities of any such persons, is not information obtained by the Joint Sponsors as financial advisers to the Company. Accordingly (and notwithstanding any relationship which Joint Sponsors may have with the Company as financial adviser), the Joint Sponsors shall be under no obligation to disclose to the Company any of such information.

6.8	Without prejudice to the condition in clause 2.1(Z), in the event that a Supplementary Prospectus is issued by the Company two or fewer Business Days prior to the Closing

Date (or such later date as may be agreed between the parties) all references to Closing Date in this Agreement (other than in this clause 6.8) shall be deemed to be the date which is three Business Days after the date of issue of the Supplementary Prospectus and all dates in this Agreement referenced to the Closing Date shall also be extended mutatis mutandis and the obligations of the parties under this Agreement shall, to the extent applicable, be required to be performed by the relevant party by reference to such extended dates.

6.9

Each party shall execute such documents (including, without limitation, any agreement varying the terms of this Agreement) and do such acts and things as may be required for the purpose of giving full effect to the extension of the timetable for the Placing and Open Offer as contemplated by clause 6.8 above.

7. CAPACITY

7.1	Any transaction carried out by the Joint Sponsors pursuant to clause 3.3 will constitute a transaction carried out in the capacity of agent at the request of the Company and not in respect of the Joint Sponsors' own account.

7.2	Notwithstanding that the Joint Sponsors may act as the Company's agent in connection with the Placing and Open Offer, the Joint Sponsors and any of their respective Affiliates and/or their agents may:

(A)

receive and keep for their own benefit any commissions, fees, brokerage or other benefits paid to or received by them in connection with the Placing and Open Offer and shall not be liable to account to the Company for any such commissions, fees, brokerage or other benefits; and

(B)

acting as investors for their own account, take-up their entitlements to, or subscribe for or purchase New Shares in the Open Offer and, in that capacity, may retain, purchase, sell or offer to sell for their own account(s) such New Shares and any securities of the Company or related investments issued otherwise than in connection with the Placing and Open Offer.

7.3	The Joint Sponsors will not be responsible for any loss or damage to any person arising from any insufficiency or alleged insufficiency of the amount obtained from the Placing, the Open Offer or the Preference Share Subscription or from the timing of any such transaction.

7.4

The Company acknowledges and agrees that HM Treasury and the Joint Sponsors are acting solely pursuant to a contractual relationship with the Company on an arm’s length basis with respect to the Placing and Open Offer and the Preference Share Subscription (including in connection with determining the terms of the Placing and Open Offer and the Preference Share Subscription) and not, in relation to the Placing and Open Offer or the Preference Share Subscription, as financial advisers (except, in the case of Merrill Lynch and UBS, solely on and subject to the strict terms of the Engagement Letters) or fiduciaries to the Company or any other person. Additionally, the Company acknowledges that neither HM Treasury nor the Joint Sponsors are advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning

such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby and neither HM Treasury nor the Joint Sponsors shall have any responsibility or liability to the Company with respect thereto. The Company further acknowledges and agrees that any review by HM Treasury and/or the Joint Sponsors (or their respective advisers and agents) of the Company, the Placing and Open Offer, the Issue Documents and other matters relating thereto will be performed solely for the benefit of HM Treasury and/or the Joint Sponsors and shall not be on behalf of the Company or any other person. This is without prejudice to any obligations of the Joint Sponsors under the FSA Rules.

8. FEES, COMMISSIONS, EXPENSES AND VAT

8.1	Subject to clause 8.2, in consideration of HM Treasury and the Joint Sponsors agreeing to provide their services under this Agreement, the Company shall pay:

(A)

to HM Treasury a commission of 0.5 per cent. of the aggregate value of the New Shares at the Issue Price per New Share;

(B)

subject to Admission occurring, to HM Treasury a further commission of 1 per cent. of the aggregate value of the New Shares acquired by Placees (including for the avoidance of doubt HM Treasury) at the Issue Price per New Share; and

(C)

each of HM Treasury and the Joint Sponsors’ legal and other costs and expenses (properly incurred in the case of the Joint Sponsors) and the costs and expenses of HM Treasury’s financial advisers, in each case incurred for the purpose of or in connection with the Placing and Open Offer, the Preference Share Subscription or any arrangements referred to in, or contemplated by, this Agreement, the Preference Share Subscription Agreement or the Placing Letters.

8.2	With respect to the fees, commissions and expenses payable pursuant to clause 8.1 above:

(A)

the commissions referred to in clause 8.1(A) shall be payable on the earlier of Admission and the second Business Day after the day on which this Agreement is terminated;

(B)

the commissions referred to in clause 8.1(B) shall be payable on the date of Admission; and

(C)

the expenses referred to in clause 8.1(C) shall be payable whether or not this Agreement becomes unconditional or is terminated for any reason and shall be payable on the earlier of Admission and the second Business Day after the day on which this Agreement is terminated.

8.3

Each of the Joint Sponsors shall agree with the Company the amount of any fee to be paid by the Company to the relevant Joint Sponsor for the services to be performed by such Joint Sponsor under this Agreement. The Company and the relevant Joint Sponsor shall consult with HM Treasury prior to agreeing such fee.

8.4	HM Treasury may deduct the amount of the commissions and expenses payable under clause 8.1 together with, in each case, an amount in respect of any VAT chargeable thereon, from any payment to be made by HM Treasury to the Company under clause 6.3.

8.5

The Company shall bear all costs and expenses of or incidental to the Placing and Open Offer and the matters contemplated by the Preference Share Subscription Agreement (including, for the avoidance of doubt, any applicable amounts in respect of VAT thereon, in accordance with clause 8.9), such expenses including, without limitation, the fees and expenses of its professional advisers, the cost of preparation, advertising, printing and distribution of the Issue Documents and all other documents connected with the Placing and Open Offer, the Preference Share Subscription Agreement, the Subscription and Transfer Agreement, the Option Agreement, costs and expenses of and/or related to JerseyCo, the Registrars' fees, the listing fees of the FSA, any charges by CREST and the fees of the London Stock Exchange and Euronext. The Company shall forthwith (and, in relation to VAT, in accordance with clause 8.9) upon demand by HM Treasury or either of the Joint Sponsors (accompanied by the relevant receipt therefor) reimburse such person the amount of any such expenses. This clause 8.5 shall not apply to any Tax, provision for which is, for the avoidance of doubt, made in clauses 8.6, 8.7, 8.8 and 8.9, except to the extent provided for in clauses 8.6, 8.7, 8.8 or 8.9. Any costs, charges, and expenses arising in connection with the Transfer and Subscription Agreement and/or the Option Agreement shall be dealt with in accordance with the terms of such agreements to the extent provided for therein.

8.6

The Company shall pay and bear any Stamp Tax which is payable or paid (whether by HM Treasury either of the Joint Sponsors or otherwise) in connection with the allotment and issue of the New Shares, the delivery of the New Shares and/or the acquisition of the New Shares in the manner contemplated by this Agreement or the execution, delivery, performance or enforcement of this Agreement, or in connection with any matters contemplated by the Subscription and Transfer Agreement and/or the Option Agreement, provided that this clause 8.6 shall not apply to:

(A)

any Stamp Tax payable in respect of transfers of, or agreements to transfer, New Shares subsequent to any such New Shares having been acquired by HM Treasury in the manner contemplated by this Agreement; or

(B)

any stamp duty chargeable at a rate determined under section 67 or 70 of the Finance Act 1986 or SDRT chargeable under section 93 or 96 of the Finance Act 1986 other than to the extent that it is provided in the Prospectus that the Company shall bear the cost of any SDRT which is chargeable in connection with the issue or transfer to Euroclear Nederland of New Shares acquired by a Qualifying Shareholder.

References in this clause 8.6 to New Shares include any interest in or rights to allotment of New Shares.

8.7

If either of the Joint Sponsors, HM Treasury or any other Indemnified Person is subject to Tax in respect of any sum payable under this Agreement, other than any fees or commission payable under clause 8.1, clause 8.2 or clause 8.3, or if any such sum is taken into account in computing the taxable profits or income of either of the Joint

Sponsors or HM Treasury or such other Indemnified Person, the sum payable shall be increased to such amount as will ensure that (after payment of such Tax, including, for the avoidance of doubt, any additional Tax payable as a result of such increase) the relevant Joint Sponsor or HM Treasury or the relevant Indemnified Person (as the case may be) retains a sum equal to the sum that it would have received and retained in the absence of such Tax.

8.8

All sums (including, for the avoidance of doubt, any fees or commission payable under clause 8.1, clause 8.2 or clause 8.3) payable by the Company (the "Payer") to HM Treasury, to the Joint Sponsors (or any of them) or to any other Indemnified Person (the "Payee") pursuant to this Agreement are expressed exclusive of any amount in respect of VAT which is chargeable on the supply or supplies for which such sums (or any part thereof) is or are the whole or part of the consideration for VAT purposes. If any Payee makes (or is deemed for VAT purposes to make) any supply to the Payer pursuant to this Agreement and VAT is or becomes chargeable in respect of such supply, the Payer shall pay to the Payee (within 14 days of the receipt of a valid VAT invoice) an additional sum equal to the amount of such VAT.

8.9

In any case where the Company is obliged to pay a sum to HM Treasury, to the Joint Sponsors (or any one of them) or to any other Indemnified Person under this Agreement by way of indemnity, reimbursement, damages or compensation for or in respect of any fee, liability, cost, charge or expense (the "Relevant Cost"), the Company shall pay to HM Treasury, to the Joint Sponsors (or any one of them) or to any other Indemnified Person (as the case may be) at the same time an additional amount determined as follows:

(A)

if the Relevant Cost is for VAT purposes the consideration for a supply of goods or services made to HM Treasury, to the Joint Sponsors (or any one of them) or to any other Indemnified Person (including, for the avoidance of doubt, where such supply is made to HM Treasury, the Joint Sponsors (or any of them) or any other Indemnified Person acting as agent for the Company within the terms of section 47 VATA), such additional amount shall be equal to any input VAT which was incurred by HM Treasury, by any Joint Sponsor or by any other Indemnified Person (as the case may be) in respect of that supply and which it is not able to recover from the relevant Tax Authority; and

(B)

if the Relevant Cost is for VAT purposes a disbursement incurred by HM Treasury, any Joint Sponsor or any other Indemnified Person as agent on behalf of the Company and the relevant supply is made to the Company for VAT purposes, such additional amount shall be equal to any amount in respect of VAT which was paid in respect of the Relevant Cost by HM Treasury, by any Joint Sponsor or by any other Indemnified Person, and HM Treasury, the relevant Joint Sponsor or the relevant other Indemnified Person shall use reasonable endeavours to procure that the relevant third party issues a valid VAT invoice in respect of the Relevant Cost to the Company.

9. COVENANTS

9.1	The Company shall comply in all material respects with the Companies Acts, FSMA, the Prospectus Rules, the Listing Rules, the DTRs and the Admission and Disclosure

Standards and all other applicable laws and regulations (including the rules of NFSA and the Euronext Rule Books), in each case insofar as they are relevant to the Placing and Open Offer (including, for the avoidance of doubt, the allotment and issue of the New Shares), the Preference Share Subscription, Admission or Preference Admission.

9.2

Except for the publication of the Issue Documents, the Company undertakes to HM Treasury and to the Joint Sponsors that, until the close of business on the sixtieth day after the Closing Date, it shall not, and will procure that each Group Company does not, publish, make or despatch a public announcement or communication concerning, or which is reasonably likely to be material in the context of, the Placing and Open Offer or the Preference Share Subscription:

(A)

where the announcement or communication is required by law, the FSA, the DTRs, the LSE, Euronext or under the Regulations or the rules, practices and procedures laid down by Euroclear, without prior consultation with HM Treasury and the Joint Sponsors (where legally permitted and practicable) and having due regard to all reasonable requests which HM Treasury or the Joint Sponsors may make; or

(B)

in any other case, without the prior consent of HM Treasury and the Joint Sponsors as to the content, timing and manner of the publication, making or despatch of the announcement or communication (such consent not to be unreasonably withheld).

9.3	Between the date of this Agreement and the close of business on the sixtieth day after the Closing Date, the Company undertakes to HM Treasury and to the Joint Sponsors that it shall:

(A)

not, and shall procure that each Group Company shall not, without the prior written consent of HM Treasury and the Joint Sponsors, take any steps (including, without limitation, making any public statement or issuing or publishing any material or document) which, in the opinion of HM Treasury or the Joint Sponsors (acting in good faith), would be materially inconsistent with any expression of policy or intention or statement contained in the Prospectus, subject in each case to applicable law and regulation (including the fiduciary duties of the Directors) (provided that where any Group Company considers itself, or the directors thereof consider themselves, bound by law or by regulation to take any such steps they shall consult with HM Treasury and the Joint Sponsors before doing so);

(B)

use, and shall procure that each Group Company uses, all reasonable endeavours to ensure that the Company or Group Company concerned consults with HM Treasury and the Joint Sponsors as early as reasonably practicable in advance of the entry into or variation (other than in the ordinary course of business) of any commitment, agreement or arrangement, or any Group Company placing itself in a position where it is obliged to announce that any commitment, agreement or arrangement may be entered into or varied which, in any case, is either material in the context of the Group or may involve an increase in the issued capital of a Group Company (other than an increase in

		the issued capital of a Group Company where all the capital is to be issued to another Group Company);

	(C)	consult with HM Treasury and the Joint Sponsors as early as reasonably practicable in advance regarding any public statement or document which relates to the Group’s results, dividends or prospects, or to any acquisition, disposal, re-organisation, takeover, management development or any other significant matter (whether or not similar to the foregoing) and which it or any Group Company proposes to make or publish; and

(D)

consult with HM Treasury and the Joint Sponsors as early as reasonably practicable in advance with respect to any other information which may be required to be notified to a Regulatory Information Service in accordance with Chapter 2 of the DTRs.

9.4

The Company shall use all reasonable endeavours to procure that employees of the Company and its subsidiaries and advisers to and agents of the Company (other than Joint Sponsors and their respective Affiliates) and its subsidiaries observe the restrictions set out in clauses 9.2 and 9.3 as if they were parties thereto.

9.5

The Company shall not (without the prior written consent of HM Treasury) directly or indirectly, issue, offer, pledge, sell, contract to issue or sell, issue or sell any option or contract to purchase or subscribe, purchase any option or contract to sell or issue, grant any option, right or warrant to purchase, deposit into any depositary receipt facility or otherwise transfer or dispose of (or publicly announce any such issue, pledge, sale, grant, deposit, transfer or disposal of) any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares or enter into any swap or other agreement that transfers, in whole or in part, directly or indirectly any of the economic consequences of the ownership of Ordinary Shares at any time before the expiry of the period of 60 days following Admission save in respect of the New Shares and any Ordinary Shares to be issued pursuant to the grant or exercise of options, awards or other rights to acquire Ordinary Shares pursuant to any employee share scheme or the grant of options or making of awards under the Group’s employee share incentive plans provided that this clause 9.5 shall not prevent the Company from doing any thing or executing any document which is conditional upon this Agreement lapsing, failing to become unconditional or being terminated.

9.6

The Company undertakes to make all such announcements concerning the Placing and Open Offer and the Preference Share Subscription as shall be necessary to comply with the Listing Rules, the DTRs, the Prospectus Rules, the Admission and Disclosure Standards and section 118, sections 118A to 118C inclusive and section 397 of the FSMA, and the NFSA or which any of the Joint Sponsors or HM Treasury otherwise reasonably considers to be necessary or desirable and any of the Joint Sponsors and HM Treasury shall be entitled to make any such announcement if the Company fails (in the opinion of HM Treasury or such Joint Sponsor acting in good faith) promptly to fulfil its obligations under this Clause 9.6.

9.7	The Company and the Joint Sponsors undertake to HM Treasury that they will, and the Company will procure that JerseyCo will, duly and punctually perform all of the

obligations imposed on each of them respectively and JerseyCo pursuant and subject to the terms and conditions of the Subscription and Transfer Agreement.

9.8

The Company and the Joint Sponsors will procure that, once the Subscription and Transfer Agreement and the Option Agreement (and any side letters, cashflow or security arrangements related thereto) have been executed or, as the case may be, agreed, no amendments or waivers to, or discharges or releases of, the same shall be made or given without the prior consent of HM Treasury, such consent not to be unreasonably withheld.

9.9	The Company undertakes to provide:

(A)

publications, reports and other information with respect to the Company and its subsidiaries and affiliates and their businesses; and

(B)

access to the books and records and management and other employees of the Company and its subsidiaries and affiliates and their businesses,

as may be required in order to allow HM Treasury (including any agent or nominee of HM Treasury) to comply fully with all legal and regulatory and other requirements under the laws and regulations of any jurisdiction applicable to HM Treasury (and/or any such agent or nominee of HM Treasury) as a direct or indirect consequence of its shareholdings in the Company, including by acquisition of New Shares and Preference Shares.

9.10	The Company undertakes to HM Treasury that it shall, promptly after Admission, apply the proceeds of the issue of the New Shares in such manner, in such form and for such regulatory capital purposes as may be agreed with, HM Treasury, the Bank of England and the FSA.

9.11

The Company undertakes to HM Treasury to comply in full with all statements, conditions and undertakings which are set out in either the Press Announcement or Schedule 6. HM Treasury agrees to discuss with the Company the obligations contained in paragraphs 1.3, 1.4, 1.5, 3 and 4 of Schedule 6 and consult with the Company with a view to clarifying their scope.

9.12	The Company undertakes to HM Treasury that, until the date on which the Preference Shares are redeemed or repurchased in full, the Company shall not:

(A)

declare or pay any dividend or make any distribution (whether in cash or otherwise) on or in respect of the Ordinary Shares or set aside any sum to provide for payment of any such dividend or distribution (save that the foregoing restriction shall not apply to a capitalisation issue pursuant to which newly issued bonus shares are paid up out of undistributable reserves provided that, in the context of any such capitalisation issue, the Company emphasises that such a distribution would not be a cash distribution); or

(B)

redeem, purchase, cancel or otherwise acquire in any way any Ordinary Shares or effect a reduction of the Ordinary Share capital of the Company which involves a distribution to Ordinary Shareholders.

9.13

The Company undertakes to HM Treasury that it shall not issue any New Shares which are to be acquired by HM Treasury pursuant to this Agreement to any person referred to in section 67 or 70 of the Finance Act 1986 or section 93 or 96 of the Finance Act 1986 (such that stamp duty or SDRT would apply at the rate determined under any such section) unless HM Treasury requests that such New Shares are to be so issued.

10. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

10.1	The Company represents, warrants and undertakes to HM Treasury and to each of the Joint Sponsors that the representations, warranties and undertakings set out in Part I of Schedule 3 are true, accurate and not misleading as at the date of this Agreement.

10.2	The Company agrees with HM Treasury and with each of the Joint Sponsors that:

(A)

each statement set out in Parts I and II of Schedule 3 (except to the extent that such statements relate to the Preference Prospectus or any Supplementary Preference Prospectus) will be true and accurate and not misleading on the Posting Date, at such time as a Supplementary Prospectus shall be issued in accordance with this Agreement (whether before or after Admission), and at each Time of Sale, if any;

(B)

each statement set out in Parts I and II of Schedule 3 will be true and accurate and not misleading and immediately prior to Admission,

in each case by reference to the facts and circumstances then existing and will be treated as Warranties given and/or repeated on such dates. Warranties shall be deemed to be repeated under this clause in relation to the relevant document, announcement or event on the basis that any reference in any such Warranty to something being done or something being the case in relation to such document, announcement or event which is expressed in the future tense shall be regarded as being expressed in the present tense.

10.3

The Company will notify HM Treasury and the Joint Sponsors immediately if it comes to the knowledge of the Company or any of the Directors that any of the Warranties was breached or untrue or inaccurate when made and/or that any of the Warranties is or would be breached or untrue or inaccurate if it were to be repeated by reference to the facts and circumstances or the knowledge, opinions, intentions or expectations of any of the Directors subsisting at any time up to immediately prior to Admission. The Company will make reasonable enquiries to ascertain whether any of the Warranties was, or if so repeated would be, breached or untrue or inaccurate and as to whether a Specified Event has occurred.

10.4

If, at any time prior to Admission, HM Treasury and the Joint Sponsors shall receive a notice pursuant to clause 10.3 or otherwise become aware of any of the Warranties being or becoming or being likely (if repeated as referred to in clause 10.3) to become untrue or inaccurate, HM Treasury and the Joint Sponsors may (without prejudice to any other provision of this Agreement) require the Company, at its own expense, to make or procure the making of such announcement or announcements and/or despatch such communication to Ordinary Shareholders as HM Treasury and the Joint Sponsors shall, in their absolute discretion but after consultation with the Company, consider necessary.

10.5	The Warranties shall remain in full force and effect notwithstanding completion of the Placing and Open Offer and the Preference Share Subscription and all other matters and arrangements referred to in or contemplated by this Agreement and the Preference Share Subscription Agreement.

10.6

The Company will deliver to HM Treasury and the Joint Sponsors a certificate in the form set out in Part A of Schedule 1 prior to and with effect immediately before Admission and in the form set out in Part B of Schedule 1 prior to and with effect immediately before the issue of any Supplementary Prospectus or Supplementary Preference Prospectus and at each Time of Sale, if any.

10.7

The Company acknowledges that HM Treasury and the Joint Sponsors are entering into this Agreement in reliance on the Warranties and each such representation, warranty and undertaking shall not be limited by reference (express or implied) to the terms of any other representation, warranty or undertaking or any other provision of this Agreement.

10.8	For the purposes of this clause 10 and Schedule 3, references to the knowledge, awareness or belief of the Directors or the Company in respect of matters relating to the Group shall be read and construed as references to such knowledge, awareness or belief after due and careful enquiry.

10.9	The Company undertakes to HM Treasury and to the Joint Sponsors:

(A)

promptly to give notice to HM Treasury and to the Joint Sponsors of the occurrence of any Specified Event, which shall come to the knowledge of the Company prior to the earlier of:

(i)

this Agreement being terminated in accordance with its terms; and

(ii)

the date of allotment of the New Shares pursuant to clauses 4 and/or 6 (as appropriate) (whichever is later); and

(B)

not to cause and to use all reasonable endeavours not to permit, and to procure that each Group Company and the Directors do not cause and use all reasonable endeavours not to permit, any Specified Event to occur before the earlier of:

(i)

this Agreement being terminated in accordance with its terms; and

(ii)

the date of allotment of the New Shares pursuant to clauses 4 and/or 6 (as appropriate) (whichever is later),

provided that any breach of the covenant in this clause 10.9 (B) will not give rise to a remedy in damages against the Company in respect of such breach in circumstances where this Agreement has been terminated pursuant to clause 13 as a result of a Specified Event.

10.10

For the purpose of clauses 10.9(A) and 10.9(B), each of the Warranties and the undertakings contained in this clause 10 shall take effect with the exclusion of any

qualification contained therein with respect to the knowledge, information, awareness or belief of the Company or any of the Directors or any other person.

10.11

Each Joint Sponsor severally represents, warrants and undertakes to the Company that it is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act.

11. INDEMNITIES

11.1

The Company agrees to fully and effectively indemnify and hold harmless each Indemnified Person on an after-Tax basis from and against any and all Losses or Claims, whatsoever, as incurred (and whether or not the relevant Loss or Claim is suffered or incurred or arises in respect of circumstances or events existing or occurring before, on or after the date of this Agreement and regardless of the jurisdiction in which such Loss or Claim is suffered or incurred) if such Losses or Claims, arise, directly or indirectly, out of, or are attributable to, or connected with, anything done or omitted to be done by any person (including by the relevant Indemnified Person) in connection with the Placing and Open Offer, the Preference Share Subscription, Admission, Preference Admission or the arrangements contemplated by the Issue Documents, the Preference Share Subscription Agreement or any of them (or any amendment or supplement to any of them), or this Agreement or any other agreement relating to the Placing and Open Offer (including, without limitation, the Subscription and Transfer Agreement and the Option Agreement) or the Preference Share Subscription, including but not limited to:

(A)

any and all Losses or Claims whatsoever, as incurred, arising out of the Issue Documents, or any of them (or any amendment or supplement to any of them) not containing or fairly presenting, or being alleged not to contain or not to fairly present, all information required to be contained therein, or arising out of any untrue or inaccurate statement or alleged untrue or inaccurate statement of a material fact contained in the Issue Documents, or any of them (or any amendment or supplement to any of them), or the omission or alleged omission therefrom of a fact necessary in order to make the statements therein not misleading in any material respect, or any statement therein being or being alleged to be in any respect not based on reasonable grounds, in the light of the circumstances in which they were made; and/or

(B)

any and all Losses or Claims whatsoever, as incurred, arising out of any breach or alleged breach by the Company or JerseyCo of any of its obligations, including any of the Warranties, or the representations, covenants and undertakings set out in this Agreement or out of the arrangements contemplated by the Issue Documents or the Preference Share Subscription Agreement, or any of them (or any amendment or supplement to any of them) or this Agreement or any other agreement relating to the Placing and Open Offer (including, without limitation, the Subscription and Transfer Agreement and the Option Agreement) or the Preference Share Subscription; and/or

(C)

any and all Losses or Claims whatsoever, as incurred, in connection with or arising out of the issue, publication or distribution of the Issue Documents, or any of them (or any amendment or supplement to any of them) and/or any other

documents or materials relating to the applications for Admission or Preference Admission; and/or

(D)

any and all Losses or Claims whatsoever, as incurred, in connection with or arising out of any failure or alleged failure by the Company or JerseyCo or any of the Directors or any of its or his agents, employees or advisers to comply with CA 1985, CA 2006, FSMA, the Listing Rules, the Prospectus Rules, the DTRs, the rules and regulations of the London Stock Exchange and the Admission and Disclosure Standards, the NFSA and the Euronext Rule Books or any other requirement or statute or regulation in any jurisdiction in relation to the applications for Admission or Preference Admission, the Placing and Open Offer, or the arrangements contemplated by the Issue Documents and the Preference Share Subscription Agreement (including, without limitation, the issue and allotment of the New Shares and the Preference Shares), or any of them (or any amendment or supplement to any of them), or this Agreement or any other agreement relating to the Placing and Open Offer (including, without limitation, the Subscription and Transfer Agreement and the Option Agreement) or the Preference Share Subscription; and/or

(E)

any and all Losses or Claims whatsoever, as incurred, suffered or incurred by such Indemnified Person:

(i)

as a person who has communicated or approved the contents of any financial promotion (other than the Issue Documents, or any of them, or any amendment or supplement to any of them) made in connection with the Placing and Open Offer or the Preference Share Subscription or the applications for Admission for the purpose of section 21 of FSMA;

(ii)

(in the case of each of the Joint Sponsors only) in their capacity as sponsor to the Company’s applications for Admission and as sponsor in relation to the publication of the Circular; or

(iii)

in connection with the performance of its obligations under the Subscription and Transfer Agreement or the Option Agreement or the arrangements contemplated or referred to therein (including, for the avoidance of doubt, any side letters, cashflow or security arrangements related thereto),

PROVIDED THAT, the indemnity contained in this clause 11.1 shall not apply to any Losses or Claims (i) in respect of HM Treasury (otherwise than in connection with the matters referred to in clauses 11.1(A), (B), (C), (D) and (E)) to the extent finally and judicially determined to have arisen as a result of the fraud, bad faith or wilful default of that HMT Indemnified Person; (ii) in respect of UBS and Merrill Lynch (otherwise than in connection with the matters referred to in clauses 11.1(A), (B), (C) and (D)) to the extent finally and judicially determined to have arisen as a result of the fraud, gross negligence, bad faith or wilful default of that UBS Indemnified Person or that Merrill Lynch Indemnified Person or (iii) if and to the extent arising out of a decline in market value of the New Shares suffered or incurred by HM Treasury as a result of it having been required to acquire New Shares pursuant to clause 6 or Preference Shares pursuant to the Preference Share Subscription Agreement, save to the extent such

decline is caused by or results from or is attributable to or would not have arisen but for (in each case directly or indirectly) the neglect or default of the Company in relation to the content, publication, issue or distribution of the Issue Documents or any breach by the Company of any of its obligations under this Agreement, including any of the Warranties, representations, undertakings or covenants or under the Preference Share Subscription Agreement. This clause 11.1 shall not apply to any Loss or Claim in respect of Tax which is covered by clauses 8.6, 8.7, 8.8 and 8.9 (or which would have been so covered but for any exclusion contained therein).

11.2	Each Indemnified Person shall and shall procure that its Indemnified Persons shall:

(A)

give notice as promptly as reasonably practicable to the Company of any action commenced against it after receipt of a written notice of any Claim or the commencement of any action, claim, suit, investigation or proceeding in respect of which a Claim for indemnification may be sought under this clause 11; and

(B)

as promptly as reasonably practicable notify the Company after any such action is formally commenced (by way of service with a summons or other legal process giving information as to the nature and basis of the claim),

and shall keep the Company informed of, and, to the extent reasonably practicable, consult with the Company in relation to, all material developments in respect thereof, but in each case, only insofar as may be consistent with the terms of any relevant insurance policy and provided (in each case) that to do so would not, in such Indemnified Person’s view (acting in good faith), be prejudicial to it (or to any Indemnified Person connected to it) or to any obligation of confidentiality or other legal or regulatory obligation which that Indemnified Person owes to any third party or to any regulatory request that has been made of it. However, the failure to so notify the Company and keep the Company informed shall not relieve the Company from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve the Company from any liability which it may have otherwise than on account of the indemnity set out in this clause 11.

11.3

Legal advisers for Indemnified Persons shall be selected by HM Treasury in respect of HMT Indemnified Persons, UBS in respect of UBS Indemnified Persons and Merrill Lynch in respect of Merrill Lynch Indemnified Persons. The Company may participate at its own expense in the defence of any action commenced against it provided however that legal advisers for the Company shall not (except with the consent of the relevant Indemnified Person) also be legal advisers for the Indemnified Person.

11.4

In no event shall the Company be liable for fees and expenses of more than one legal adviser (in addition to any local legal advisers) separate from its own legal advisers for all UBS Indemnified Persons and Merrill Lynch Indemnified Persons in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances.

11.5

The Company shall not, without the prior written consent of the relevant Indemnified Persons (acting in good faith), settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in

respect of which indemnification or contribution could be sought under this clause 11 or clause 12 (whether or not the Indemnified Persons are actual or potential parties thereto), unless such settlement, compromise or consent:

(A)

includes an unconditional release of each Indemnified Person from all liability arising out of such litigation, investigation, proceeding or claim; and

(B)

does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.

11.6

The Company will promptly notify HM Treasury and each of the Joint Sponsors of any limitation (whenever arising) on the extent to which the Company and/or any of its respective subsidiary undertakings, affiliates, or associates may claim against any third party or parties and/or of any waiver or release of any right of the Company to so claim (each a “Limitation”) in respect of anything which may arise, directly or indirectly, out of or is based upon or is in connection with the Placing and Open Offer, the Preference Share Subscription, Admission, Preference Admission or the subject matter of the obligations or services to be performed under this Agreement or in connection with the Placing and Open Offer, the Preference Share Subscription, by HM Treasury or by the Joint Sponsors or on its or their behalf. Where any damage or loss is suffered by the Company for which any Indemnified Person would otherwise be jointly and severally liable with any third party or third parties to the Company, or any of its relevant subsidiary undertakings, affiliates, or associates, the extent to which such damage or loss will be recoverable from the Indemnified Person shall be limited so as to be in proportion to the contribution of the Indemnified Person to the overall fault for such damage or loss, as agreed between the parties, or, in the absence of agreement, as determined by a court of competent jurisdiction, but in any event, the Indemnified Person shall have no greater liability than if the Limitation did not apply.

11.7

The degree to which any Indemnified Person shall be entitled to rely on the work of any adviser to the Company or any other third party will be unaffected by any limitation (as defined in clause 11.6) which the Company may have agreed with any third party.

11.8

The provisions of this clause 11 will remain in full force and effect notwithstanding the completion of all matters and arrangements referred to in or contemplated by this Agreement.

12. CONTRIBUTION

12.1

If and to the extent that the indemnification provided for in clause 11 is unavailable to or insufficient to hold harmless (to the extent specified in clause 11) an Indemnified Person in respect of any Loss or Claim referred to therein, then the Company, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such Loss or Claim (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and HM Treasury or the Joint Sponsors on the other hand from the Placing and Open Offer or (ii) if the allocation provided by sub-clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in sub-clause (i) above but also the relative fault of the Company on the one hand and HM Treasury or the Joint Sponsors on the other in

connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and HM Treasury on the other shall be deemed to be in the same respective proportions respectively as the total fees received by HM Treasury pursuant to this Agreement bear to the aggregate Issue Price. The relative benefits received by the Company on the one hand and the Joint Sponsors on the other shall be deemed to be in the same respective proportions respectively as the amount paid up on the Consideration Shares by the Joint Sponsors and the total fees received by the Joint Sponsors, as set forth in the Engagement Letters and not paid to Placees, bear to the aggregate Issue Price. The relative fault of the Company on the one hand and HM Treasury or the Joint Sponsors on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by HM Treasury or the Joint Sponsors and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

12.2

Notwithstanding the provisions of this clause 12 neither HM Treasury nor the Joint Sponsors will be entitled to recover from the Company by way of contribution under clause 12.1 any amount in excess of the amount that the Company would have been liable to pay to HM Treasury or to the Joint Sponsors (as the case may be) had the indemnification provided for in the clause 11 been available to the extent provided in that clause in respect of the relevant Loss or Claim.

12.3

The parties hereto agree that it would not be just and equitable if contribution pursuant to this clause 12 were determined by pro rata allocation (even if HM Treasury and the Joint Sponsors were treated as one entity for such purposes) or by any other method of allocation that does not take account of the equitable considerations referred to in clause 12.1. The amount paid or payable by an Indemnified Person as a result of the Loss or Claim referred to in clause 12.1 shall be deemed to include, any legal or other expenses incurred by such Indemnified Person in connection with investigating or defending any such action or claim.

12.4

The indemnity and contribution agreements contained in this clause 12 are in addition to and shall not be construed to limit, affect or prejudice any liability which the Company may otherwise have to the Indemnified Persons referred to above or any other right or remedy in law or otherwise available to any Indemnified Person.

13. TERMINATION

13.1	If following the date of this Agreement but before Admission it shall come to the notice of HM Treasury or either of the Joint Sponsors that:

(A)

any statement contained in the Issue Documents (or any amendment or supplement thereto) has become or been discovered to be untrue, inaccurate or misleading; or

(B)

matters have arisen or have been discovered which would, if any of the Issue Documents (or any amendment or supplement thereto) were to be issued at that time, constitute an omission therefrom and which would render any such

Issue Documents (or any amendment or supplement thereto) to be misleading; or

(C)

there has been a breach of any of the Warranties or of any other provision of this Agreement or of any representation, warranty or undertaking in or in terms of the Preference Share Subscription Agreement; or

(D)

there has been a breach by the Company or the Joint Sponsors or any other party thereto of any obligations under the Subscription and Transfer Agreement or Option Agreement; or

(E)

a Specified Event has occurred; or

(F)

the Company’s application to the UK Listing Authority for admission of the New Shares or the Preference Shares to the Official List and/or the Company’s application to the London Stock Exchange for admission to trading of the New Shares or the Preference Shares on the London Stock Exchange’s market for listed securities and/or the Company’s admission to Euronext for admission to listing and trading of the New Shares on the regulated market of Euronext is withdrawn by the Company and/or refused by the UK Listing Authority or London Stock Exchange or Euronext (as appropriate),

which, in each case, is in HM Treasury’s or either of the Joint Sponsors’ sole judgement, material in the context of the Group and/or the context of the Placing and Open Offer or the Preference Share Subscription, Admission or Preference Admission, HM Treasury or such Joint Sponsor may forthwith give notice thereof to the Company in which case clause 13.3 shall apply.

13.2	If following the date of this Agreement but before Admission:

(A)

in the sole opinion of HM Treasury (acting in good faith) there shall have been any Material Adverse Effect, whether or not foreseeable at the date of this Agreement; or

(B)

any matter has arisen which would require the publication of a Supplementary Prospectus; or

(C)

there has been:

(i)

a change in national or international financial, political, economic or stock market conditions (primary or secondary);

(ii)

an incident of terrorism, outbreak or escalation of hostilities, war, declaration of martial law or any other calamity or crisis;

(iii)

a suspension or material limitation in trading of the securities of the Company by the London Stock Exchange or by Euronext on any exchange or over-the-counter market, or if trading generally on the New York Stock Exchange, the NASDAQ National Market, the London Stock Exchange or Euronext has been suspended or limited, or minimum or

maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of such exchanges or by such system or by order of the SEC, the National Association of Securities Dealers, Inc. or any governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in the EEA; or

(iv)

a moratorium in commercial banking has been declared by the United States, the United Kingdom or a member state of the EEA,

as would in the opinion of HM Treasury, acting in good faith, be likely to materially prejudice the success of the Placing and Open Offer or dealings in the New Shares in the secondary market, then HM Treasury may give notice of any such matter to the Company in which case clause 13.3 shall apply.

13.3	Where this clause applies and:

(A)

notice has been given to the Company pursuant to clause 13.1 or 13.2 by HM Treasury, HM Treasury may in its sole discretion:

(i)

allow the Placing and Open Offer to proceed on the basis of the Issue Documents subject, if HM Treasury so requests, to (i) the publication of a Supplementary Prospectus or Supplementary Preference Prospectus pursuant to section 87G of FSMA (ii) the publication of a supplementary Circular and (iii) to any additional requirements of the Prospectus Rules or the FSA; or

(ii)

if it does not consider it to be necessary that the arrangements contemplated by this Agreement and by the Preference Share Subscription Agreement proceed to completion in order to maintain the financial stability of the United Kingdom, give notice to the Company and to the Joint Sponsors at any time prior to Admission to the effect that this Agreement shall terminate and cease to have effect; and/or

(B)

notice has been given to the Company pursuant to clause 13.1 by either of the Joint Sponsors, then clause 13.4 shall apply.

13.4

Where this clause applies, the Joint Sponsor that gave notice to the Company pursuant to clause 13.1 (the “Notifying Sponsor”) may, having consulted with HM Treasury and the UK Listing Authority, give notice to the Company and to HM Treasury terminating its appointment under this Agreement and all obligations of the Notifying Sponsor under this Agreement shall thereupon terminate and:

(A)

if an application for Admission and/or a declaration on production of a circular has been submitted to the FSA, the Notifying Sponsor shall notify the FSA of the termination of its appointment as sponsor in respect of the Placing and Open Offer and/or the publication of the Circular;

(B)

all references in this Agreement to the Joint Sponsors shall be deemed to be references to the Joint Sponsor that is not the Notifying Sponsor (if any);

(C)

in respect of the Notifying Sponsor, the Notifying Sponsor shall have no claim against any other party to this Agreement and no other party to this Agreement shall have any claim against the Notifying Sponsor, in each case for fees, costs, damages, compensation or otherwise except that:

(i)

such termination shall be without prejudice to any accrued rights or obligations under this Agreement; and

(ii)

the provisions of this clause 13.4 and clauses 1, 8, 9.1, 9.2, 9.3, 9.4, 9.6, 10, 11, 12, 14, 15, 16, 17, 18 and 19 shall remain in full force and effect and in particular the Company shall pay the commission and fees (to HM Treasury) and the costs and expenses as are payable in such circumstances under and in accordance with clause 8.1 and 8.2; and

(D)

the Company shall consult with HM Treasury and with any Joint Sponsor that is not the Notifying Sponsor to determine whether a further sponsor should be appointed in relation to the Placing and Open Offer and/or the publication of the Circular, as appropriate.

13.5	HM Treasury and the Joint Sponsors shall have no right to terminate this Agreement on or after Admission, without prejudice to any of the rights and remedies of HM Treasury and the Joint Sponsors in respect of any breach by the Company of its obligations under this Agreement.

13.6	In the event that this Agreement is terminated by HM Treasury pursuant to the provisions of this clause 13, no party to this Agreement will have any claim against any other party to this Agreement for fees, costs, damages, compensation or otherwise except that:

(A)

such termination shall be without prejudice to any accrued rights or obligations under this Agreement;

(B)

the Company shall pay the commissions, fees, costs and expenses as are payable in such circumstance under and in accordance with clause 8.1 and clause 8.2; and

(C)

the provisions of this clause 13.6 and clauses 1, 8, 9.1, 9.2, 9.3, 9.4, 9.6, 9.11, 10, 11, 12, 14, 15, 16, 17, 18 and 19 shall remain in full force and effect.

14. EXCLUSIONS OF LIABILITY

14.1

Without prejudice to clause 14.2, no claim shall be made by the Company or any of its subsidiary undertakings, affiliates or associates or by HM Treasury, or any of the directors, officers or employees of any of them in any jurisdiction against any Indemnified Person to recover any Loss or Claim suffered or incurred by any person and which arises out of the carrying out by any Indemnified Person of obligations or services in connection with this Agreement, the Preference Share Subscription Agreement or any other agreements relating to the Placing and Open Offer or Preference Share Subscription, or in connection with the Placing and Open Offer or Preference Share Subscription itself except (otherwise than in connection with the

matters set out in clauses 11 or 12 or otherwise than as a result of a payment made or an obligation or liability to make payment arising under clauses 11 or 12) to the extent only that the Loss or Claim is determined in a final judgement by a court of competent jurisdiction, in the case of a HMT Indemnified Person, to have resulted from the fraud, bad faith or wilful default of such HMT Indemnified Person and, in the case of a UBS Indemnified Person or a Merrill Lynch Indemnified Person, to have resulted from the fraud, bad faith, gross negligence or wilful default of that UBS Indemnified Person or Merrill Lynch Indemnified Person.

14.2

Notwithstanding any rights or claims which the Company or any of its respective subsidiary undertakings, affiliates or associates or any of the directors, officers or employees of any of them may have or assert against the Joint Sponsors in connection with this Agreement, the Placing and Open Offer, or any of the other arrangements contemplated by the Issue Documents, or any of them, or this Agreement, no claim will be brought by the Company or by any of its respective subsidiary undertakings, affiliates or associates or any of the directors, officers or employees of any of them against any director or any other officer and/or employee of any Indemnified Person in respect of any conduct, action or omission by the individual concerned in connection with this Agreement or the Placing and Open Offer, or any of the other arrangements contemplated by the Issue Documents, or any of them, or this Agreement.

15. MISCELLANEOUS

15.1

For the avoidance of doubt, the Company acknowledges and agrees that it is responsible for its own due diligence carried out in relation to the Placing and Open Offer and the Preference Subscription and that neither HM Treasury nor any of the Joint Sponsors shall be responsible to the Company or any Director for any due diligence of the Company in relation thereto unless it or they have agreed in writing to take specific responsibility for such due diligence.

15.2

The Company agrees that for the purpose of the Placing and Open Offer (including for the purposes of seeking Placees for the New Shares) and the Preference Share Subscription and of obtaining Admission and Preference Admission, neither HM Treasury nor any of the Joint Sponsors shall be responsible for the provision of or obtaining advice as to the requirements of any applicable laws or regulations of any jurisdictions nor shall any such person be responsible where it or the Company has acted in the absence of such advice or in reliance on any advice obtained by the Company in respect thereof.

16. GENERAL

16.1

Any liability to any party under this Agreement may in whole or in part be released, compounded or compromised and time or indulgence may be given by any party in its absolute discretion as regards any other person under such liability without in any way prejudicing or affecting the first party’s rights against such other person under the same or a similar liability, whether joint and several or otherwise. For the avoidance of doubt, any reference in this Agreement to the agreement or consent of, or any notice or waiver by, HM Treasury or the Joint Sponsors shall be construed as the agreement or consent of, or any notice or waiver by (as the case may be), HM Treasury and each of the Joint Sponsors, except where expressly provided to the contrary.

16.2

No failure of any party to exercise, and no delay by it in exercising, any right, power or remedy in connection with this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any such right preclude any other or further exercise of such right or the exercise of any other right. The rights provided in this Agreement are cumulative and not exclusive of any other rights (whether provided by law or otherwise). Any express waiver of any breach of this Agreement shall not be deemed a waiver of any subsequent breach.

16.3

Each of the parties hereto acknowledges that the Warranties given by the Company and the indemnity contained in clause 11 are, subject as provided in clause 16.12, given to HM Treasury, the Joint Sponsors and the Indemnified Persons (as the case may be), for themselves and not to them as agent of, trustee for or otherwise for the benefit of any other person including (without limitation) any person who may subscribe or purchase any of the New Shares.

16.4	Time shall be of the essence of this Agreement, both as regards any dates, times or periods mentioned and as regards any dates, times or periods which may be substituted for them in accordance with this Agreement or by agreement in writing between the parties.

16.5	This Agreement may be entered into in any number of counterparts and by the parties to it on separate counterparts, each of which when so executed and delivered shall be an original, but all the counterparts shall together constitute one and the same instrument.

16.6

This Agreement, together with the Preference Share Subscription Agreement (in the case of the Company and HM Treasury, only) and together with the Engagement Letters (in the case of the Company and the Joint Sponsors, only), constitutes the whole agreement and understanding between the parties in relation to the Placing and Open Offer. All previous agreements, understandings, undertakings, representations, warranties and arrangements of any nature whatsoever between the parties or any of them with any bearing on the Placing and Open Offer are superseded and extinguished (and all rights and liabilities arising by reason of them, whether accrued or not at the date of this Agreement, are cancelled) to the extent they have such a bearing. In the event of any conflict between the terms of the Engagement Letters and this Agreement, this Agreement shall (as between the parties to the Engagement Letters) prevail.

16.7	No variation of this Agreement shall be effective unless in writing and signed by or on behalf of each of the parties.

16.8

At any time after the date of this Agreement the Company and the Joint Sponsors shall, and shall use all reasonable endeavours to procure that any necessary third party shall, at the cost of that party execute such documents and do such acts and things as the party may reasonably require for the purpose of giving full effect to all the provisions of this Agreement by which it is bound.

16.9

If any provision in this Agreement shall be held to be illegal, invalid or unenforceable, in whole or in part, under any enactment or rule of law, such provision or part shall to that extent be deemed not to form part of this Agreement but the legality, validity and enforceability of the remainder of this Agreement shall not be affected.

16.10

All payments by the Company under this Agreement shall be paid without set-off or counterclaim, and free and clear of and without deduction or withholding for or on account of Tax, unless required by law. If any Tax is required by law to be deducted or withheld from or in connection with any such payment, the Company will:

(A)

promptly upon becoming aware thereof, notify HM Treasury and the Joint Sponsors thereof;

(B)

make that deduction or withholding and any payment of Tax required in connection with that deduction or withholding within the time allowed and in the minimum amount required by law;

(C)

deliver to the payee such receipts, statements or other documents as the payee may reasonably request by way of evidence that the deduction or withholding has been made and any appropriate payment of Tax made to the relevant Tax Authority; and

(D)

increase the amount payable so that the amount received by the payee (after such deduction or withholding, including for the avoidance of doubt any additional deduction or withholding required as a result of such increase) is equal to the amount which the payee would have received if no such deduction or withholding had been made.

16.11

If the Company makes an increased payment to HM Treasury, any Joint Sponsor or any other Indemnified Person in accordance with clause 8.7 or 16.10 and HM Treasury, the relevant Joint Sponsor or such other Indemnified Person (as the case may be) determines in good faith that it has obtained, utilised and retained a relief from Tax or a refund of Tax which is attributable to such increased payment made by the Company, then HM Treasury, the relevant Joint Sponsor or such other Indemnified Person (as the case may be) shall reimburse to the Company as soon as reasonably practicable an amount equal to such proportion of the Tax so saved or refunded as will leave HM Treasury, the relevant Joint Sponsor or the relevant other Indemnified Person (as the case may be), after such reimbursement, in the same after-Tax position (having regard to the time value of money) that it would have been in if the circumstances giving rise to such additional payment had not arisen. For the avoidance of doubt, nothing in this Agreement shall require HM Treasury, a Joint Sponsor or any other Indemnified Person to disclose any information in relation to its Tax affairs to the Company or any person acting for or on behalf of the Company.

16.12

Each Indemnified Person shall have the right under the Contracts (Rights of Third Parties) Act 1999 (which shall apply to this Agreement only to the extent provided in this clause 16.12) to enforce its rights against the Company under clause 11, clause 12, this clause 16 or clause 19.3, provided that HM Treasury will have the sole conduct of any action to enforce such rights on behalf of the HMT Indemnified Persons, UBS will have the sole conduct of any action to enforce such rights on behalf of the UBS Indemnified Persons and Merrill Lynch will have the sole conduct of any action to enforce such rights on behalf of the Merrill Lynch Indemnified Persons. Except as provided above and as provided in clause 5.10, 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. HM Treasury, the Joint Sponsors and the Company may agree to terminate

this Agreement or vary any of its terms without the consent of any Indemnified Person or any other third party. Neither HM Treasury nor the Joint Sponsors will have any responsibility to any Indemnified Person under or as a result of this Agreement.

17. ASSIGNMENT OR NOVATION

17.1

Subject to clause 17.2, HM Treasury shall be permitted to novate its rights and obligations under this Agreement (including any obligation to acquire New Shares), to any entity which is wholly owned, directly or indirectly, by HM Treasury (a “Wholly Owned Entity”) and each of the Company, UBS and Merrill Lynch agrees to consent to, and to execute and deliver all such documentation as may be necessary to effect, any such novation provided that such novation is effected on substantially the same terms as are contained in the pro forma novation agreement set out in Schedule 4 to this Agreement.

17.2

In the event that HM Treasury novates its rights and obligations under this Agreement pursuant to clause 17.1, HM Treasury shall procure that, immediately prior to any such Wholly Owned Entity ceasing to be wholly-owned directly or indirectly by HM Treasury, such rights and obligations under this Agreement shall be novated to HM Treasury or any other Wholly Owned Entity.

17.3	Subject to clause 17.1, no party to this Agreement shall be permitted to assign or novate, or purport to assign or novate, all or any part of the benefit of, or its rights or benefits under, this Agreement to any other person without the prior written consent of each other party.

18. NOTICES

18.1	Any notice, claim, demand or other communication in connection with this Agreement shall be in writing and shall be sufficiently given or served if delivered or sent:

(A)

in the case of the Company to:

RBS Gogarburn

Edinburgh

EH12 1HQ

Fax: 0131 626 2997

Attention: Group General Counsel

(B)

in the case of the Joint Sponsors to:

(i)

UBS Limited

1 Finsbury Avenue,

London EC2M 2PP

Fax: +44 20 7567 4127

Attention: Equity Capital Markets

and

(ii)

Merrill Lynch International

2 King Edward Street,

London EC1A 1HQ

Fax: +44 20 7995 2516

Attention: ECM Syndicate Desk

(C)

in the case of HM Treasury to:

1 Horse Guards Road

London SW1A 2HQ

Fax: 020 7270 7562

Attention: Jeremy Pocklington (Team Leader of Corporate and Private Finance).

18.2

Any such notice or other communication shall be delivered by hand or sent by fax or pre-paid first class post. In the absence of evidence of earlier receipt, a notice or other communication is deemed given: (i) if delivered by hand, when left at the address referred to in clause 18.1; (ii) if sent by fax, when confirmation of its transmission has been recorded on the sender's fax machine; and (iii) if sent by post, 48 hours from the time of posting.

18.3

Any notice given by HM Treasury or by a Joint Sponsor under clause 13.1 or 13.2 may also be given to the Company’s representative referred to in clause 18.1 or to any Director by any director or other authorised representative of HM Treasury or the Joint Sponsors either personally or by telephone (to be confirmed immediately in writing) and shall have immediate effect.

18.4	Any party may notify the other party to this Agreement of a change of its name, relevant addressee, address or fax number for the purposes of clause 18.1 provided that such notification shall only be effective on:

(A)

the date specified in the notification as the date on which the change is to take place; or

(B)

if no date is specified or the date specified is less than five Business Days after the date on which notice is given, the date falling five Business Days after notice of any such change has been given.

19. GOVERNING LAW AND SUBMISSION TO JURISDICTION

19.1	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.

19.2	Subject to clause 19.3, the courts of England have exclusive jurisdiction to hear and decide any suit, action or proceedings, and to settle any disputes (including claims for set-off and counterclaims), which may arise out of or in connection with this Agreement

(respectively, "Proceedings" and "Disputes") and, for these purposes, the Company and the Joint Sponsors irrevocably submit to the jurisdiction of the courts of England.

19.3

Notwithstanding the provisions of clause 19.2, in the event that any Indemnified Person becomes subject to proceedings brought by a third party (the "Foreign Proceedings") in the courts of any country other than England (including, without prejudice to the generality of the foregoing, in any court of competent jurisdiction in the United States) (the "Foreign Jurisdiction"), such Indemnified Person shall be entitled, without objection by the Company, to take such steps as are available in the Foreign Jurisdiction, in the circumstances of the Foreign Proceedings, including (if reasonably necessary) the issuing of separate proceedings, to ensure that any issues between any such Indemnified Person and the Company are determined in the Foreign Jurisdiction as part of, or as closely connected (as the procedure of the Foreign Jurisdiction will permit) with, the Foreign Proceedings and the Company hereby submits to the jurisdiction of the Foreign Jurisdiction for this purpose.

19.4	The Company and the Joint Sponsors irrevocably waive any objection to the jurisdiction of any courts referred to in this clause 19.

19.5

The Company and the Joint Sponsors irrevocably agree that a judgment and/or order of any court referred to in this clause 19 based on any matter arising out of or in connection with this Agreement (including but not limited to the enforcement of any indemnity) shall be conclusive and binding on it and may be enforced against it in any other jurisdiction, whether or not (subject to due process having been served on it) it participates in the relevant proceedings.

19.6

The Company agrees to appoint an agent for service of process in any Foreign Jurisdiction other than England in which any other party is subject to legal suit, action or proceedings based on or arising under this Agreement within 14 days of receiving written notice of such legal suit, action or proceedings and the request to appoint such agent for service. In the event that the Company does not appoint such an agent within 14 days of the notice requesting it to so, such other party may appoint a commercial agent for service for the Company on the Company's behalf and at the Company's expense and the Company agrees that subject to being notified of such appointment in writing, service upon such commercial agent will constitute service upon the Company.

19.7	Process by which any Proceedings are begun in England may be served on a party by being delivered in accordance with clause 18. Nothing contained in this clause 19.7 affects the right to serve process in another manner permitted by law.

SCHEDULE 1

CERTIFICATES TO BE DELIVERED

Part A

Certificate to be delivered pursuant to clause 10.6 prior to and

with effect immediately before Admission

[Company Letterhead]

To:	The Commissioners of Her Majesty’s Treasury

1 Horse Guards Road

London SW1A 2HQ

Attention of: Jeremy Pocklington (Team Leader of Corporate and Private Finance)

UBS Limited

1 Finsbury Avenue

London EC2M 2PP

Attention of: Equity Capital Markets

Merrill Lynch International

2 King Edward Street

London EC1A 1HQ

Attention of: ECM Syndicate Desk

[date]

Dear Sirs

Proposed Placing and Open Offer of 22,900,763,359 Ordinary Shares of 25 pence each (the "Placing and Open Offer")

Further to the placing and open offer agreement between us effective as of 13 October 2008 (the "Agreement"), we confirm that:

(a)	the FSA has agreed to admit the New Shares and the Preference Shares to the Official List subject only to the making of an announcement in accordance with paragraph 3.2.7G of the Listing Rules;

(b)	the LSE has agreed to admit the New Shares and the Preference Shares to trading on the LSE subject only to the making of an announcement in accordance with paragraph 2.1 of the Admission and Disclosure Standards;

(c)	Euronext has agreed to admit the New Shares to the regulated market of Euronext;

(d)	it has not come to the notice of any Director that there is any fact or circumstance which constitutes a breach of any of the Warranties given under the Agreement or which has caused or would or might cause any of the Warranties given pursuant to the Agreement

to become untrue, inaccurate or misleading by reference to the facts or circumstances existing at 8.00 a.m. on [—];

(e) it has not come to the notice of any Director that a Material Adverse Effect has occurred;

(f)	it has not come to the notice of any Director that any other event has occurred that would entitle HM Treasury to terminate the Agreement;

(g)	the Resolutions have been passed without amendment at the GM;

(h)	it has not come to the notice of any Director that the Company is in breach of any of its obligations under the Agreement; and

(i)

insofar as the Directors are aware (subject only to the giving of this letter and excluding any conditions set out in clause 2.1 of the Agreement the satisfaction of which has been waived by HM Treasury pursuant to clause 2.5 of the Agreement or by the Company pursuant to clause 2.6 of the Agreement or which is treated as waived pursuant to clause 2.7 of the Agreement) the conditions set out in clause 2.1 of the Agreement (other than conditions 2.1(BB) and 2.1(CC)) have all been fulfilled.

For the purpose of this letter, where in a representation, warranty or undertaking there is an express or implied reference to the "date of this Agreement", that reference is to be construed as a reference to "immediately prior to Admission".

Yours faithfully

Director

for and on behalf of

The Royal Bank of Scotland Group plc

Part B

Certificate to be delivered pursuant to clause 10.6 prior to and with effect

immediately before the issue of any Supplementary Prospectus or

Supplementary Preference Prospectus and at each Time of Sale, if any

To: The Commissioners of Her Majesty’s Treasury

1 Horse Guards Road

London SW1A 2HQ

Attention of: Jeremy Pocklington (Team Leader of Corporate and Private Finance)

UBS Limited

1 Finsbury Avenue

London EC2M 2PP

Attention of: Equity Capital Markets

Merrill Lynch International

2 King Edward Street

London EC1A 1HQ

Attention of: ECM Syndicate Desk

[date]

Dear Sirs

Proposed Placing and Open Offer of 22,900,763,359 ordinary shares of 25 pence each (the "Placing and Open Offer")

Further to the placing and open offer agreement between us effective as of 13 October 2008 (the "Agreement"), we confirm that:

(a)

it has not come to the notice of any Director that there is any fact or circumstance which constitutes a breach of any of the Warranties given under the Agreement or which has caused or would or might cause a Warranty to become untrue, inaccurate or misleading by reference to the facts or circumstances existing at 8.00 a.m. on [•]; and

(b)	it has not come to the notice of any Director that the Company is in breach of any of its obligations under the Agreement;

(c)	it has not come to the notice of any Director that a Material Adverse Effect has occurred; and

(d)	it has not come to the notice of any Director that any other event has occurred that would entitle HM Treasury to terminate the Agreement.

Yours faithfully

Director

for and on behalf of

The Royal Bank of Scotland Group plc

SCHEDULE 2

DOCUMENTS TO BE DELIVERED

Part I

Documents to be delivered prior to or on execution of this Agreement

The following documents are to be delivered by the Company to HM Treasury and to the Joint Sponsors at execution of this Agreement:

a certified copy of an extract of the minutes of a meeting of the Board at which it was approved and authorised (or of the duly authorised committee of such Board), or of a resolution of the Board (or of the duly authorised committee of such Board) approving and authorising, the issue and/or execution of this Agreement and, the Press Announcement (and, if the said resolution is of such a committee, a certified copy of the resolution of the Board appointing such committee);

2. three certified copies of the Press Announcement.

Part II

Documents to be delivered on the Posting Date under clause 3.17

The following documents are to be delivered by the Company to the Joint Sponsors and to HM Treasury on the Posting Date as referred to in clause 3.17 and, where reasonably requested, the date of publication of each Supplementary Prospectus:

1. copies of the signed applications for admission to the Official List of the New Shares;

2.	copies of the signed applications for admission to trading of the New Shares on the London Stock Exchange;

3.	a copy of the passporting statement for the Prospectus issued by the UK Listing Authority to the Netherlands Authority for Financial Markets, the AMF in France, the BaFIN in Germany and the CMNV in Spain;

4.	a completed ‘Form A’, to be submitted to the FSA in accordance with paragraph 3.1.1(1) of the Prospectus Rules for approval of a prospectus in accordance with Part VI of the FSMA;

5.	a copy of the Prospectus bearing evidence of the formal approval of the FSA pursuant to the Listing Rules and a copy of the Circular bearing evidence of the formal approval of the FSA pursuant to the Listing Rules;

6.	two original letters in a form acceptable to the Joint Sponsors, acting reasonably, duly signed by the Company’s counsel in relation to paragraphs 8.3.4, 8.4.12 and 8.4.13 of the UK Listing Rules and dated the Posting Date;

7.	two original letters in a form acceptable to the Joint Sponsors, acting reasonably, duly signed by the Company in relation to paragraphs 8.3.4, 8.4.12 and 8.4.13 of the UK Listing Rules and dated the Posting Date;

8.	two original letters in a form acceptable to the Joint Sponsors, acting reasonably, duly signed by the Auditors in relation to paragraphs 8.4.12(1) and 8.4.13(3) of the UK Listing Rules and dated the Posting Date;

9.	two original letters in a form acceptable to the Joint Sponsors, acting reasonably, duly signed by the Company’s counsel in relation to paragraphs 8.4.8 and 8.4.9 of the UK Listing Rules and dated the Posting Date;

10.	two original letters in a form acceptable to the Joint Sponsors, acting reasonably, duly signed by the Company in relation to paragraphs 8.4.8 and 8.4.9 of the UK Listing Rules and dated the Posting Date;

11.	two original letters in a form acceptable to the Joint Sponsors, acting reasonably, duly signed by the Company’s auditors in relation to paragraphs 8.4.8(1), 8.4.8(2) and 8.4.9(3) of the UK Listing Rules and dated the Posting Date;

12.	two original letters in a form acceptable to the Joint Sponsors, acting reasonably, signed by each of the Directors authorising the publication of the Prospectus and the Circular,

accepting responsibility for information contained in the Prospectus, the Circular and any Supplementary Prospectus and acknowledging their understanding of their responsibilities under the UK Listing Rules and the Disclosure Rules in accordance with paragraph 8.3.4 of the UK Listing Rules;

13.	the Verification Materials prepared in connection with the Press Announcement, the Circular and the Prospectus signed by or on behalf of each person to whom responsibility is therein assigned and copies of all evidence supporting answers in the notes;

14.

a certified copy of the resolution of the Board of Directors (or of the duly authorised Committee of such Board) approving and authorising the issue of the Prospectus, the Circular, the Application Form and the Form of Proxy (and if the said resolution is of such a Committee, a certified copy of the resolution of the Board of Directors appointing such Committee);

15.	an original copy of any pro forma financial information report incorporated in the Prospectus duly signed by the Company’s auditors and dated the Posting Date;

16.	an original copy of any pro forma financial information report (as incorporated in the Circular) duly signed by the Company’s auditors and dated the Posting Date;

17.	a certified copy of each of the other documents stated in the Prospectus and the Circular as being available for inspection;

18.	an original copy of the letter in acceptable to the Joint Sponsors, acting reasonably, duly signed by the Auditors and dated the Posting Date:

(a)

providing comfort on there being no significant change in the financial and trading position (including indebtedness) of the Group and confirming the proper and accurate extraction of financial information contained in the Prospectus and the Circular; and

(b)

to the extent relevant, giving consent to the inclusion in the Circular and the Prospectus of their respective reports and letters in the form and context in which they are respectively included;

19.

original copies of letters in a form acceptable to the Joint Sponsors, acting reasonably, duly signed by the Company’s auditors and dated the same date as the Prospectus on the matters contemplated in the U.S. Statement of Auditing Standards No. 72 (including a “SAS 72 lookalike” letter) with respect to the financial statements and certain financial information contained, or incorporated by reference, in the Prospectus;

20.

an original copy of the letter in a form acceptable to the Joint Sponsors, acting reasonably, duly signed by the Company and dated the Posting Date providing comfort on there being no significant change in the financial and trading position (including indebtedness) of the Group since 31 December 2007;

21.	a written English opinion in a form acceptable to the Joint Sponsors and to HM Treasury, acting reasonably, from Linklaters LLP (as English counsel for the Company):

22.

a rule 10b-5 disclosure letter and tax disclosure, Investment Company Act and no-registration opinion in a form acceptable to the Joint Sponsors and to HM Treasury, acting reasonably, from Linklaters LLP (as U.S. counsel for the Company) and a rule 10b-5 disclosure letter and no-registration opinion from Freshfields Buckhaus Deringer LLP (as US Counsel for the Joint Sponsors) in a form acceptable to the Joint Sponsors and to HM Treasury, acting reasonably;

23.	original copies of the Subscription and Transfer Agreement and the Option Agreement duly executed by the Company and JerseyCo;

24.	certified copies of any power of attorney pursuant to which any Director signed any of the documents mentioned above in a form acceptable to the Joint Sponsors, acting reasonably;

25.

a certified copy of a memorandum to the Directors from Linklaters LLP in connection with the Placing and Open Offer explaining the nature of their responsibilities and obligations as directors of a listed company under the Listing Rules and DTRs in a form acceptable to the Joint Sponsors, acting reasonably;

26.	the Working Capital Report relating to the Group duly signed by the Auditors in a form acceptable to the Joint Sponsors, acting reasonably, and dated the Posting Date;

27.

a letter to the Joint Sponsors dated the Posting Date from the Auditors relating to the said Working Capital Report, the financial information contained in the Circular and the Prospectus and any current trading statements in the Circular and the Prospectus, in a form acceptable to the Joint Sponsors, acting reasonably;

28.	a letter to the Joint Sponsors from the Company relating to the adequacy of the Group’s working capital in a form acceptable to the Joint Sponsors, acting reasonably, and dated the Posting Date;

29.	a certified copy of the resolution of the board of directors of JerseyCo approving and authorising the execution of the Subscription and Transfer Agreements and the Option Agreement;

30.

a letter from the Auditors addressed to the Company in a form acceptable to HM Treasury and the Joint Sponsors, acting reasonably, confirming the effect on the distributable reserves of the Company of implementing the Placing and Open Offer, such letter to expressly state that a copy of such letter may be provided to HM Treasury and to the Joint Sponsors on a no reliance basis;

31.	a certified copy of any registrar’s agreement entered into by the Company with the Registrar in relation to the Placing and Open Offer and of the Receiving Agent Agreement;

32. three certified copies of the press release relating to the posting of the Prospectus;

33. a certified copy of the Memorandum and Articles of Association of the Company;

34.	a written Scottish opinion in a form acceptable to the Joint Sponsors and to HM Treasury, acting reasonably, from Dundas & Wilson CS LLP (as Scottish counsel for the Company) to the extent reasonably required;

35.	a written Jersey opinion, in a form acceptable to the Joint Sponsors, acting reasonably, from Jersey counsel to the Company to the extent reasonably required;

36.	such other documents as may be reasonably required by HM Treasury and/or the Joint Sponsors.

PART III

Documents to be delivered immediately prior to Admission

and at each Time of Sale, if any

The following documents are to be delivered by the Company to HM Treasury and to the Joint Sponsors not later than 5.00 p.m. on the Dealing Day immediately preceding the proposed date of Admission or Time of Sale, if any (where indicated):

1. a certified copy of the Resolutions;

a certified copy of the resolution of the Board (or of the duly authorised committee of the Board) provisionally allotting the New Shares (and, if the said resolution is of such a committee, a certified copy of the resolution of the Board appointing such committee (if not previously delivered to the HM Treasury and the Joint Sponsors));

a certified copy of the resolution of the Board of Directors (or of the duly authorised committee of the Board) allotting the Preference Shares in terms of the Preference Share Subscription Agreement (and, if the said resolution is of such a committee, a certified copy of the resolution of the Board appointing such committee (if not previously delivered to HM Treasury and to the Joint Sponsors));

4.	a letter addressed to HM Treasury and to the Joint Sponsors in the form set out in Part A of Schedule 1 dated as of the date of Admission (such letter also to be delivered at each Time of Sale, if any);

updating versions of the letters referred to in paragraphs 8, 9, 10, 18, 19, 20, 21, 22 and 36 of Part II of this Schedule 2 to the extent in each case such letters related to the Prospectus and written opinions in the form previously provided to HM Treasury and the Joint Sponsors from Linklaters LLP, from Freshfields Bruckhaus Deringer LLP, from Dundas & Wilson CS LLP and from Jersey counsel to the Company, all dated the date of Admission (and, in the case of the items referred to in paragraph 22, also referencing each Time of Sale, if any);

as of each Time of Sale, if any, “bring down” letters with respect to the matters referred to in paragraphs 18 and 19 of Part II of this Schedule; and

7.	such other documents as may be reasonably required by HM Treasury and/or the Joint Sponsors.

Note: It is agreed that, other than in respect of the Linklaters opinion, the parties will discuss (acting reasonably) the extent, to which it is necessary and customary to update all of the documents referred to in paragraph 5.

PART IV

Documents to be delivered on Preference Admission

The following documents are to be delivered by the Company to HM Treasury not later than 5.00 pm on the Dealing Day immediately preceding the proposed date of Preference Admission:

1	a certified copy of the signed application for admission to the Official List of the Preference Shares (certified by a Director or the Secretary of the Company);

2	a certified copy of the signed applications for admission to trading of the Preference Shares issued by the London Stock Exchange (certified by a Director or the Secretary of the Company);

3	a certified copy of the CREST enablement letter confirming that the conditions for admission of the Preference Shares to CREST are satisfied (certified by a Director or the Secretary of the Company);

4	a copy of the Preference Prospectus and any Supplementary Preference Prospectus bearing evidence of the formal approval of the FSA pursuant to the Listing Rules;

5	a copy of the Preference Prospectus and any Supplementary Preference Prospectus signed by each of the Directors (or by their agents or attorneys);

6	two original letters in a form acceptable to HM Treasury, acting reasonably, signed by each of the Directors authorising the publication of the Preference Prospectus, and any Supplementary Preference Prospectus;

7	the due diligence questionnaire prepared in connection with the Preference Prospectus;

a certified copy of the resolution of the Board of Directors (or of the duly authorised committee of such Board) approving and authorising the issue of the Preference Prospectus (and if the said resolution is of such a committee, a copy of the resolution of the Board of Directors appointing such committee) (in each case, certified by a Director or the Secretary of the Company);

9	a certified copy of any ordinary or special resolutions of the Company in general meeting authorising the Directors under section 80 of the Companies Act to allot the Preference Shares (certified by a Director or the Secretary of the Company);

10	a certified copy of each of the documents stated in the Preference Prospectus as being available for inspection (certified by a Director or the Secretary of the Company);

11	a written opinion in a form acceptable to HM Treasury, acting reasonably, from Linklaters LLP (as English counsel for the Company) and from Dundas & Wilson CS LLP (as Scottish counsel for the Company); and

12.	such other documents as may be reasonably required by HM Treasury and/or the Joint Sponsors.

SCHEDULE 3

WARRANTIES

PART I

Representations, warranties and undertakings given on the date of this Agreement,

on the Posting Date, at each Time of Sale, if any, at the date of publication of any
Supplementary Prospectus and immediately prior to Admission

1. Compliance

1.1

Each Group Company and JerseyCo has been duly incorporated and is validly existing as a company with limited liability under the laws of the country of its incorporation with full corporate power and authority to own, lease and operate the properties which it owns, leases and operates and to own its other assets and carry on its business as presently carried on and as intended to be carried on as described in the Prospectus, when published.

1.2

All licences, permissions, authorisations and consents which are material for carrying on the business of the Group have been obtained and are in full force and effect and, so far as the Company is aware, there are no circumstances which might lead to any of such licences, permissions, authorisations and consents being revoked, suspended, varied or refused renewal to an extent which would, or would be reasonably likely to, be (singly or in the aggregate) material in the context of the Placing and Open Offer, any acquisition of New Shares or subscription for the Preference Shares by HM Treasury, Ordinary Shareholders or Placees, Admission, Preference Admission or post-Admission dealing in the Ordinary Shares.

1.3

All sums due in respect of the issued share capital of the Company at the date of this Agreement have been paid to and received by the Company. No owner or holder of any of the share capital of the Company shall, with effect from Admission, have any right, in his capacity as such, in relation to the Group other than as set out in the memorandum and articles of association of the Company.

1.4	The Company is the beneficial owner free from all Adverse Interests of the shares it holds in each Material Subsidiary.

1.5

The Company and the Directors have at all times complied with the provisions of the Company’s memorandum and articles of association and the Companies Acts and, subject to the passing of the Resolutions, have or will have the right, power and authority under the memorandum and articles of association of the Company, or pursuant to resolution passed in general meeting, to enter into and perform this Agreement (including, without limitation, the power to pay commissions, fees, costs and expenses provided for in this Agreement) and the Preference Share Subscription Agreement, to make the Placing and Open Offer, to allot and issue the New Shares in certificated and uncertificated form and the Preference Shares in certificated form, to issue the Issue Documents in the manner proposed without any sanction or consent by members of the Company or any class of them and, subject to Admission and Preference Admission, there are no other consents, authorisations or approvals required by the Company in connection with the entering into and the performance of this Agreement, the Subscription and Transfer Agreement, the Option Agreement or the

Preference Share Subscription Agreement and the actions referred to in this paragraph 1.5 which have not been irrevocably and unconditionally obtained. The Company’s existing Ordinary Shares are participating securities in, and have not been suspended from, CREST.

1.6

The allotment and issue of the New Shares and the Preference Shares, the Placing and Open Offer, the issue and distribution of the Issue Documents and any other document by or on behalf of the Company in connection with Admission, the Placing and Open Offer or the allotment and issue of the Preference Shares will comply in all material respects with all agreements to which any Group Company is a party or by which any such Group Company is bound and will comply with: (a) all applicable laws and regulations of the United Kingdom (including, without limitation, the Companies Acts, FSMA, the Listing Rules, the Prospectus Rules, the DTRs and the Admission and Disclosure Standards) and all applicable United States and Dutch laws and regulations (including without limitation the NFSA and the rules and regulations of Euronext) and (in all material respects) with, all applicable laws and regulations of any relevant jurisdiction; (b) the memorandum and articles of association of the Company; and (c) when published, the Working Capital Report; and will not exceed or infringe any restrictions or the terms of any contract, indenture, security, obligation, commitment or arrangement by or binding upon the board of directors of any Group Company or their respective properties, revenues or assets or result in the implementation of any right of pre emption or any other material provision thereof, or result in the imposition or variation of any material rights or obligations of any Group Company.

1.7 The statement set out in clause 2.1(L) is true and accurate and not misleading.

1.8	The New Shares will, upon allotment, be free from all Adverse Interests and will rank pari passu in all respects with the existing issued shares in the issued share capital of the Company.

1.9	The Preference Shares will, upon allotment be free from all Adverse Interests and will have the rights and be subject to the restrictions as set out in Article 4(C) of the Company’s articles of association and in Schedule 1 of the Preference Share Subscription Agreement.

1.10	The Company has complied in all material respects with the requirements of Euroclear and the Regulations.

1.11	No member of the Group or any person acting on its behalf has taken, directly or indirectly, any action designed to or which has constituted or which might reasonably be expected to cause or result in stabilisation or manipulation of the price of any security of the Company.

1.12	The Company has not paid or agreed to pay to any person any compensation for soliciting another to purchase any New Shares (except as contemplated in this Agreement).

1.13	All information provided by the Company, its subsidiary undertakings or any of its or their officers or employees to HM Treasury and/or to the Joint Sponsors and/or the Auditors in connection with its or their due diligence enquiries or similar requests for

information has been supplied in good faith and such information was when supplied, and remains, true and accurate in all material respects and no further information requested has been withheld, the absence of which might reasonably be considered to be material to such due diligence enquiries or requests for information.

2. Announcements

2.1

The Press Announcement does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, provided that this warranty shall not cover information contained in the Press Announcement which is furnished in writing to the Company by the Joint Sponsors expressly for use therein; and all expressions of opinion, intention, belief or expectation of the Company or the Directors contained in the Press Announcement are truly and honestly held and made on reasonable grounds after due and careful enquiry.

2.2

With respect to all Previous Announcements, all statements of fact contained therein were at the date of the relevant Previous Announcement and, save to the extent corrected, amended or supplemented in any document or announcement issued or made by or on behalf of the Company or any member of the Group subsequent thereto, remain true and accurate in all material respects and not misleading in any material respect and all estimates, expressions of opinion or intention or expectation of the Directors contained therein were made on reasonable grounds and were honestly held by the Directors and were fairly based and there were no facts known (or which could on reasonable enquiry have been known by the Directors) the omission of which would make any statement of fact or estimate or statement or expression of opinion, intention or expectation in any of the Previous Announcements misleading and all Previous Announcements complied with the memorandum and articles of association of the Company, the Listing Rules, the DTRs, the Prospectus Rules, the Companies Acts, FSMA, all applicable rules and requirements of the London Stock Exchange, the FSA and Euronext, the NFSA and all applicable US and Dutch laws and regulations and (in all material respects) all other applicable requirements of statute, statutory regulation or any regulatory body. There is no existing profit forecast outstanding in respect of the Company, the Group taken as a whole, or any member thereof.

3. Accounts

3.1 The Accounts:

(A)

have been prepared and audited in accordance and comply with IFRS, the Companies Acts and all applicable laws and regulations;

(B)

give a true and fair view of the financial condition and of the state of affairs of the Company and the Group as at the end of each of the relevant financial periods (including the Accounts Date) and of the profit, loss, cash flow and changes in equity of the Company and the Group for such periods; and

(C)

either made proper provision for, or, where appropriate, in accordance with IFRS, include a note in respect of all liabilities or commitments, whether actual, deferred, contingent or disputed, of the Group.

3.2 The Interim Accounts:

(A)

have been prepared in accordance with, and comply with, IFRS and all applicable laws and regulations;

(B)

present fairly in all material respects the financial position of the Group as at 30 June 2008 and the results of operations and the cash flows of the Group for the financial period ended on 30 June 2008; and

(C)

3.3 The ABN Amro Accounts:

(A)

have been prepared and audited in accordance and comply with IFRS, applicable Dutch law and all applicable laws and regulations;

(B)

give a true and fair view of the financial condition and of the state of affairs of ABN Amro and its subsidiary undertakings as at the end of each of the relevant financial periods (including the Accounts Date) and of the profit, loss, cash flow and changes in equity of ABN Amro and its subsidiary undertakings for such periods; and

(C)

3.4	The Directors have established procedures which provide a reasonable basis for them to make proper judgements on an ongoing basis as to the financial position and prospects of the Company and each Group Company.

3.5

There are no, and during the past five years have been no: (i) material weaknesses in the Company’s internal controls over financial reporting (whether or not remediated) of the Company or the Group; (ii) changes in the Company’s internal controls over financial reporting of the Company or the Group that have materially adversely affected, or would be reasonably likely to materially adversely affect, the Company’s internal controls over financial reporting of the Company or the Group; or (iii) fraud that involves any current member of management of the Company or (so far as the Company is aware) of any member of the Group and no material fraud that involves any employee of the Company or (so far as the Company is aware) of any member of the Group.

4. Guarantees, indemnities, borrowings and default

4.1 Save for:

(A)

guarantees or indemnities given by any Group Company in the ordinary course of business; and

(B)

any indemnities given by the Company to HM Treasury and/or the Joint Sponsors,

no Group Company has given or has agreed to give any guarantee or indemnity or similar obligation in favour of a third party and no Group Company has any current or known future liability, howsoever arising which, in any of the foregoing cases, would, or would be reasonably likely to, be (singly or in the aggregate) material in the context of the Placing and Open Offer, any acquisition of New Shares or subscription for Preference Shares by HM Treasury, Ordinary Shareholders or Placees, Admission, Preference Admission or post-Admission dealings in the Ordinary Shares.

4.2

No event has occurred nor have any circumstances arisen (and the making and completion of the Placing and Open Offer and the allotment and issue of the New Shares and the Preference Shares will not give rise to any such event or circumstance) so that any person is or would be entitled, or could, with the giving of notice or lapse of time or the fulfilment of any condition or the making of any determination, become entitled, to require repayment before its stated maturity of, or to take any step to enforce any security for, any indebtedness of any member of the Group and no person to whom any indebtedness, of any member of the Group which is payable on demand is owed has demanded or threatened to demand repayment of, or taken or threatened to take any step to enforce any guarantee, indemnity or other security for, the same, which, in any of the foregoing cases, would, or would be reasonably likely to, be (singly or in the aggregate) material or have material consequences in each case in the context of the Placing and Open Offer, any acquisition of for New Shares or subscription for Preference Shares by HM Treasury, Ordinary Shareholders or Placees, Admission, Preference Admission or post-Admission dealings in the Ordinary Shares or the business of the Group.

4.3

There are no companies, undertakings, partnerships or joint ventures in existence in which any Group Company has an ownership interest but whose results are not consolidated with the results of the Group, but whose default would affect the indebtedness or increase the contingent liabilities of the Group to an extent which would, or would be reasonably likely to, be (singly or in the aggregate) material in the context of the Placing and Open Offer, any acquisition of New Shares or subscription for Preference Shares by HM Treasury, Ordinary Shareholders or Placees, Admission, Preference Admission or post-Admission dealing in the Ordinary Shares.

4.4

No event or circumstance exists, has occurred or arisen or, so far as the Company is aware, is about to occur which constitutes or results in, or would with the giving of notice and/or lapse of time and/or the making of a relevant determination, constitute, or result in, termination of or a default or the acceleration or breach of any obligation under any agreement, instrument or arrangement to which any Group Company is a party or by which any such Group Company or any of its properties, revenues or assets are bound, in any of the foregoing cases to an extent which would, or would be reasonably likely to, be (singly or in the aggregate) material in the context of the Placing and Open Offer, any acquisition of New Shares or subscription for Preference Shares by HM Treasury, Ordinary Shareholders or Placees, Admission, Preference Admission or post-Admission dealing in the Ordinary Shares.

5. Taxation

No stamp duty, SDRT or other issuance or transfer taxes or similar duties are payable in connection with the allotment, issue and delivery of the New Shares, or the Preference Shares, by the Company in accordance with the terms of this Agreement or, as the case may be, the Preference Share Subscription Agreement, save for any stamp duty or SDRT payable under sections 67, 70, 93 or 96 of the Finance Act 1986 in relation to the issue of the New Shares or the Preference Shares.

6. Intellectual property

6.1

Except to an extent that would not (singly or in the aggregate) be material in the context of the Placing and Open Offer, any acquisition of New Shares or subscription for Preference Shares by HM Treasury, Ordinary Shareholders or Placees, Admission, Preference Admission or post-Admission dealing in the Ordinary Shares, and so far as the Company is aware, the Group does not infringe the Intellectual Property Rights of any third party nor so far as the Company is aware does any third party infringe the Intellectual Property Rights owned or used by the Group.

6.2

All material Intellectual Property Rights used by the Group are either legally or beneficially owned by the Group in all material respects or are used under a licence and are not subject to any Adverse Interests to an extent that would or might (singly or in the aggregate) be material in the context of the Placing and Open Offer, any acquisition of New Shares or subscription for Preference Shares by HM Treasury, Ordinary Shareholders or Placees, Admission, Preference Admission or post-Admission dealing in the Ordinary Shares.

6.3

Save as would not (singly or in the aggregate) be material in the context of the Placing and Open Offer, any acquisition of New Shares or subscription for Preference Shares by HM Treasury Ordinary Shareholders or Placees, Admission, Preference Admission or post-Admission dealings in the Ordinary Shares, (i) all Intellectual Property Rights registered in the name of a Group Company (if any) are beneficially owned by it and subsisting and if granted not subject to revocation and (ii) all requisite registration and renewal fees in respect thereof have been duly and timeously paid.

6.4

Save as would not (singly or in the aggregate) be material in the context of the Placing and Open Offer, any acquisition of New Shares or subscription for Preference Shares by HM Treasury, Ordinary Shareholders or Placees, Admission, Preference Admission or post-Admission dealings in the Ordinary Shares, (i) all Intellectual Property Rights owned and used or reasonably likely to be used by the Group and capable of legal protection are subject to appropriate and enforceable protection (including, where reasonably appropriate, by registration), and (ii) so far as the Company is aware there is no restriction of the Group’s rights to use any Intellectual Property Rights owned by or licensed to the Company to engage in any of the activities presently or proposed to be undertaken by it.

7. Insurance

The Group is insured to adequate levels against all risks which the Company reasonably believes to be commonly insured against by persons carrying on the same

or similar businesses as those carried on by the Group and against all risks against which the Group might reasonably be expected to insure in the particular circumstances of the businesses carried on by each Group Company, all such insurances are in full force and effect and to the best knowledge, information and belief of the Company, there are no circumstances which could render any such insurances void or voidable and there is no material insurance claim, pending, threatened or outstanding against any Group Company and all premiums due in respect of all insurances have been duly paid.

8. Rating

Except as publicly announced the Company has not received notice of any intended or potential downgrading of the rating assigned to any of the Company’s (or any other member of its Group’s) credit or debt by a ratings agency.

9. Insolvency

9.1	No Group Company is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or is otherwise insolvent.

9.2

Save in the context of a solvent voluntary winding up or otherwise as would not (singly or in the aggregate) be material in the content of the Placing and Open Offer, any acquisition of New Shares or subscription for Preference Shares by HM Treasury, Ordinary Shareholders or Placees, Admission, Preference Admission or post-Admission dealings in the Ordinary Shares, no order has been made, petition presented or resolutions passed for the winding up of any Group Company and no meeting has been convened for the purpose of winding up any Group Company. No Group Company has been a party to any transaction which could be avoided in a winding up.

9.3	No steps have been taken for the appointment of an administrator or receiver (including an administrative receiver) of all or any part of the assets of any Group Company.

9.4

By reason of actual or anticipated financial difficulties, no Group Company has commenced negotiations with its creditors or any class of its creditors with a view to rescheduling any of its indebtedness or has made or proposed any arrangement or composition with its creditors or any class of its creditors.

10. Regulatory

10.1

Each Group Company required to be licensed (as a bank or otherwise) is duly licensed in its jurisdiction of incorporation and domicile and, except as would not reasonably be expected to be material, is duly licensed or authorised in each other jurisdiction where it is required to be licensed or authorised to conduct its business.

10.2

Save as otherwise as would not (singly or in the aggregate) be material in the context of the Placing and Open Offer, any acquisition of New Shares or subscription for Preference Shares by HM Treasury, Ordinary Shareholders or Placees, Admission, Preference Admission or post-Admission dealing in the Ordinary Shares, the Company is not subject to any special or additional surveillance or supervision by the FSA or to any special or additional reporting requirements in relation to its assets, liquidity

position, funding position or otherwise and the Company has not been subject to any visits, beyond customary visits, by the FSA.

10.3

The operations of each Group Company are and have been conducted at all times in material compliance with the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving any Group Company with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.

10.4

None of the Company, any other member of the Group or, to the knowledge of the Company, any director, officer, agent, employee or Affiliate of the Company is currently subject to any sanctions administered by the U.S. Department of the Treasury (“OFAC”) or any similar sanctions imposed by the European Union, the United Nations or any other body, governmental or other, to which the Company or ay of its Affiliates is subject (collectively, “other economic sanctions”); and the Company will not directly or indirectly use the proceeds of the Placing and Open Offer, or lend, contribute or otherwise make available such proceeds to any other member of the Group, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any sanctions administered by OFAC or any other economic sanctions.

10.5

None of the Company, any other member of the Group or, to the knowledge of the Company, any director, officer, agent, employee or Affiliate of the Company, is aware of or has taken any action, directly or indirectly, that could result in a violation by such persons of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or the rules and regulations thereunder (the FCPA) (including, without limitation, making use of the mail or any means or instrument of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorisation of the payment of any money, or other property, gift, promise to give, or authorisation of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political office, in contravention of the FCPA), the OECD Convention on Bribery of Foreign Public Officials in International Business Transactions (the OECD Convention) or any similar law or regulation, to which the Company, any other member of the Group, any director, officer, agent, employee of any member of the Group or, to the knowledge of the Company, any Affiliate is subject; and the Company, each member of the Group and, to the knowledge of the Company, its Affiliates have conducted their businesses in compliance with the FCPA, the OECD Convention and any applicable similar law or regulation and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

11. United States Securities Regulations

11.1	The Company is a “foreign issuer” (as defined in Regulation S under the Securities Act).

11.2	The Company reasonably believes that there is no “substantial US market interest” (as defined in Rule 902(j) of Regulation S under the Securities Act) in any of the New Shares.

11.3	The Company does not believe that it is and does not expect to become (whether as a result of the receipt and application of the proceeds of the sale of the New Shares or otherwise) a "passive foreign investment company" within the meaning of section 1297 of the US Internal Revenue Code of 1986.

11.4

The Company is not, and, immediately after giving effect to the offering and sale of the New Shares and the application of the proceeds thereof as set forth in the Draft Prospectus and, when published, the Prospectus, will not be, an "investment company" as such term is defined in the US Investment Company Act of 1940.

11.5	There are no persons with registration rights or other similar rights to have any shares registered by the Company under the Securities Act.

11.6

During the period of six months after Admission, the Company will not, and will not permit any of its Affiliates to, resell any New Shares which constitute "restricted securities" under Rule 144 that have been reacquired by any of them other than in transactions that meet the applicable requirements of Regulation S.

12.	Panel Confirmation

The Panel has confirmed that, subject to the independent shareholders of the Company voting in favour of the Whitewash Resolution, the Panel will disapply the requirement to make a general offer under the terms of Rule 9 of the City Code on Takeovers and Mergers which would otherwise be required by the acquisition by HM Treasury (or its nominee) of the New Shares.

PART II

Representations, warranties and undertakings given on the Posting Date, on the date of
publication of each Supplementary Prospectus, at each Time of Sale, if any, and
immediately prior to Admission

All Warranties in paragraphs 5 to 13 and in paragraph 15 of this Part II of Schedule 3 are qualified by reference to matters which are fairly disclosed in the Prospectus or if such Warranties are given on or after the publication of any Supplementary Prospectus, as fairly disclosed in the Prospectus as supplemented by such Supplementary Prospectus.

1. The Issue Documents

1.1

The Issue Documents contain all particulars and information required by, and comply in all respects with the memorandum and articles of association of the Company, the Companies Acts, FSMA, the Listing Rules, the DTRs, the Prospectus Rules, the City Code on Takeovers and Mergers, the NFSA, all applicable rules and requirements of the London Stock Exchange, the FSA and Euronext and all applicable US and Dutch laws and regulations and all other applicable requirements of statute, statutory regulation or any regulatory body.

1.2	The Issue Documents (and any amendments or supplements thereto) do not and will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

1.3	All expressions of opinion, intention or expectation contained in any Issue Document are, and were on the respective dates of such Issue Document, honestly held by the Directors and are fairly based and have been made on reasonable grounds after due and careful consideration and enquiry.

1.4

There are no facts or matters known, or which could on reasonable enquiry have been known, to the Company or any of the Directors omitted from any Issue Document, the omission of which would make any statement of fact or expression of opinion, intention or expectation contained in a Issue Document misleading.

1.5

Having regard to the particular nature of the Company and the Group and the Company’s share capital and the other matters referred to in section 87A of the FSMA, the Issue Documents contain all information about the Group which is or might be material for disclosure to potential investors and their professional advisers and which they would reasonably require and reasonably expect to find there for the purpose of making an informed assessment of the matters specified in section 87A(2) of the FSMA.

1.6	There is no fact or circumstance which is not disclosed with sufficient prominence in the Issue Documents which ought to be taken into account by the UK Listing Authority or Euronext in considering the application for listing of the New Shares or Preference Shares.

1.7	The Placing and Open Offer (including without limitation, the creation, allotment and issue of the New Shares and the publication and distribution of the Issue Documents)

has been and will be conducted in all material respects in accordance with the terms and conditions of the Issue Documents and the Company has complied and will comply with all laws, rules and regulations applicable to the Placing and Open Offer in each jurisdiction in which the New Shares are offered.

2. Provision of Information

2.1

The pro forma financial information on the Group set out, or incorporated by reference, in the Prospectus has been duly and carefully prepared on the bases set out in the Prospectus, in accordance with the Prospectus Rules and is presented on a basis consistent with the accounting principles, standards and practices normally applied by the Company.

2.2	The summary and selected financial information on the Group set out in the Prospectus has been duly and carefully extracted from the Accounts and has been properly compiled on a basis consistent with the accounting policies applied in the Accounts.

2.3	The capitalisation and indebtedness table set out in the Prospectus has been properly compiled on a basis that is consistent with the accounting policies applied in the Accounts.

2.4	No Group Company has any off balance sheet financing, investment or liability material for disclosure in the Prospectus that is not so fairly disclosed.

2.5

There are no facts or circumstances, which have not been included the Prospectus or any other information provided to the UK Listing Authority, which would cause the UK Listing Authority not to be satisfied that the Company’s capital adequacy is regulated by the FSA or suitably regulated by another regulatory body.

2.6

The particulars of the employees schemes contained in the Prospectus or, when published, any Supplementary Prospectus and, in particular, the information as to the dates on which options or other rights may be exercised and the number of options or other rights granted (conditionally or otherwise) on or before the date of this Agreement are accurate in all material respects and not misleading.

3. Working capital report

3.1

All information supplied by the Company to the Joint Sponsors and/or the Auditors for the purposes of the Working Capital Report and/or any other report prepared by the Auditors in connection with the Placing and Open Offer and in respect of any updates thereto, has been supplied to them in good faith; and such information was when supplied and remains true and accurate in all material respects and not misleading, and no information has been withheld the absence of which might reasonably have affected the contents of the Working Capital Report and/or any other such report.

3.2

The Working Capital Report has been approved by the Directors or a duly authorised committee thereof and has been made after due and careful enquiry and consideration, all statements of fact therein are true and accurate in all material respects and not misleading, all expressions of opinion, intention or expectation contained therein will be made on reasonable grounds after due and careful enquiry and consideration and

honestly held by the Directors and fairly based, there are no other facts known or which could on reasonable enquiry have been known to the Company on the date of the Working Capital Report or the date of the Prospectus or at Admission, the omission of which would make any such statement or expression in the Working Capital Report misleading, all the bases and assumptions on which the Working Capital Report will be based are and will be reasonable and, so far as the Company is aware, there are no other assumptions on which the Working Capital Report ought to have been based which will not have been made.

3.3	The working capital statement contained in the Prospectus is true and accurate.

4. Derogation

Each statement made by or on behalf of the Company (and of which the Company is aware) in connection with any application to the London Stock Exchange or the UK Listing Authority or Euronext for information to be omitted from the Prospectus is true, complete and accurate and not misleading. There is no information which has not been disclosed in writing to the London Stock Exchange, the UK Listing Authority or Euronext in connection with such an application which by its omission makes such a statement untrue, inaccurate or misleading.

5.	Compliance

5.1

Each Group Company has conducted its business in all material respects in accordance with all applicable laws and regulations of the United Kingdom and all relevant foreign countries or authorities, and there is no order, decree or judgment of any court or any governmental or other competent authority or agency of the United Kingdom or any foreign country outstanding against any Group Company or any person for whose acts any Group Company is vicariously liable which in any of the foregoing cases would, or would be reasonably likely to, be (singly or in the aggregate) material in the context of the Placing and Open Offer, any acquisition of New Shares or subscription for Preference Shares by HM Treasury, Ordinary Shareholders or Placees, Admission, Preference Admission or post-Admission dealing in the Ordinary Shares.

5.2

This Agreement, the Preference Share Subscription Agreement and the other agreements to be entered into by the Company in connection with Admission, Preference Admission and the Placing and Open Offer and the allotment and issue of the Preference Shares have been or will be duly authorised, executed and delivered on behalf of the Company and assuming due authorisation, execution and delivery by the other parties thereto, do or will constitute valid and binding obligations of the Company enforceable against it in accordance with their terms (subject to mandatory rules of law relating to insolvency).

5.3

Other than pursuant to (i) the Preference Share Subscription Agreement and (ii) options or other rights granted under the Group’s share option schemes and save as otherwise would not (singly or in the aggregate) be material in the context of the Placing and Open Offer, any acquisition of New Shares or subscription for Preference Shares by HM Treasury, Ordinary Shareholders or Placees, Admission, Preference Admission or post-Admission dealing in the Ordinary Shares, there are no rights (conditional or otherwise) (i) to require the issue of any shares or other securities (including without limitation, any

loan capital) or securities convertible into or exchangeable for, or warrants, rights or options to purchase, or obligations, commitments or intentions to create the same or (ii) to sell or otherwise dispose of any shares or other securities of a Group Company (other than to another Group Company, as the case may be) which are outstanding and in force.

6. Position since Accounts Date

6.1	Since the Accounts Date and save as disclosed in the Interim Accounts, the Press Announcement or via a Regulatory Information Service:

(A)

each Group Company has carried on its respective business in the ordinary course in all material respects, and there has been no Material Adverse Effect;

(B)

there has been no material impairment to charges in respect of any assets of the Company or of any Group Company, and there has been no increase in the provisions in respect of losses in relation to any mortgage, loans or other assets of the Company or of any Group Company that, in any of the foregoing cases, would, or would be reasonably likely to, be (singly or in the aggregate) material in the context of the Placing and Open Offer, any acquisition of New Shares or subscription for Preference Shares by HM Treasury, Ordinary Shareholders or Placees, Admission, Preference Admission or post-Admission dealings in the Ordinary Shares;

(C)

save for the Preference Share Subscription Agreement and any utilisation by the Company of the short-term liquidity measures being made available by the Bank of England (in the form notified by HM Government to the European Commission on 12 October 2008), no Group Company has, otherwise than in the ordinary course of business, entered into or assumed or incurred any contract, commitment (whether in respect of capital expenditure or otherwise), borrowing, indebtedness in the nature of borrowing, guarantee, liability (including contingent liability) or any other agreement or obligation that, in any of the foregoing cases, would, or would be reasonably likely to, be (singly or in the aggregate) material in the context of the Placing and Open Offer, any acquisition of New Shares or subscription for Preference Shares by HM Treasury, Ordinary Shareholders or Placees, Admission, Preference Admission or post-Admission dealing in the Ordinary Shares;

(D)

other than in the ordinary course of business, no debtor has been released by the Company to an extent which (singly or in the aggregate) is material in the context of the Placing and Open Offer, any acquisition of New Shares or subscription for Preference Shares by HM Treasury, Ordinary Shareholders or Placees, Admission, Preference Admission or post-Admission dealings in the Ordinary Shares on terms that he pays less than the book value of his debt and no debt of such material amount owing to the Company or any Group Company has been deferred, subordinated or written off or has proven irrecoverable to any material extent;

(E)

no Group Company has been involved in any transaction (other than any transaction provided for in this Agreement or in the Preference Share

Subscription Agreement) which has resulted or would be reasonably likely to result (singly or in the aggregate) in any liability for Tax on the Company or any Group Company, which, in any of the foregoing cases, would, or would be reasonably likely to, be (singly or in the aggregate) material in the context of the Placing and Open Offer, any acquisition of New Shares or subscription for Preference Shares by HM Treasury, Ordinary Shareholders or Placees, Admission, Preference Admission or post-Admission dealing in the Ordinary Shares other than a transaction in the ordinary course of business; and

(F)

no Group Company has been in default in any material respect under any agreement or arrangement to which any Group Company is a party and which is or is reasonably likely to be material and there are no circumstances likely to give rise to such default, to an extent which (singly or in the aggregate) would, or would be reasonably likely to, be material in the context of the Placing and Open Offer, any acquisition of New Shares or subscription for Preference Shares by HM Treasury, Ordinary Shareholders or Placees, Admission, Preference Admission or post-Admission dealing in the Ordinary Shares.

6.2	Since the Accounts Date, there has been no significant change in the trading or financial results of ABN Amro and its subsidiary undertakings, taken as a whole which is material in the context of the financial results of the Group.

7. Litigation

7.1

No Group Company nor any of its officers or agents or employees is involved, or has during the recent past (being not less than 12 months ending on the date of this Agreement) been involved in any civil, criminal, arbitration, administrative, governmental or other proceedings or governmental regulatory or similar investigation or enquiry, whether as plaintiff, defendant or otherwise which, by itself or with other proceedings, which would be, or is reasonably likely to be, material in the context of the Placing and Open Offer, any acquisition of New Shares or subscription for Preference Shares by HM Treasury, Ordinary Shareholders or Placees, Admission, Preference Admission or post-Admission dealing in the Ordinary Shares.

7.2

No litigation or arbitration, administrative, governmental, civil, criminal or other proceedings nor governmental, regulatory or similar investigation or enquiry are pending or have been threatened by or against any Group Company or any of their respective officers, agents or employees in relation to the affairs of any Group Company and, to the best of the knowledge, information and belief of the Company and the Directors, there are no facts or circumstances likely to give rise to any such litigation or arbitration, administrative, criminal, governmental, civil, or other proceedings or governmental, regulatory or similar investigation or enquiry, in each case, to an extent which, by itself or with other proceedings, would be, or is reasonably likely to be, material in the context of the Placing and Open Offer, any acquisition of New Shares or subscription for Preference Shares by HM Treasury, Ordinary Shareholders or Placees, Admission, Preference Admission or post-Admission dealing in the Ordinary Shares.

7.3	No Group Company nor any of its officers or agents or employees in relation to the affairs of any Group Company has been a party to any undertaking or assurance given to any court or governmental agency or the subject of any injunction which in any of the

foregoing cases is still in force and which, by itself or with other proceedings, which would be, or is reasonably likely to be, material in the context of the Placing and Open Offer, any acquisition of New Shares or subscription for Preference Shares by HM Treasury, Ordinary Shareholders or Placees, Admission, Preference Admission or post-Admission dealing in the Ordinary Shares.

7.4

For the purpose of this paragraph 7, proceedings includes any action by any governmental, public or regulatory authority (including any investment exchange or any authority or body which regulates investment business or takeovers or which is concerned with regulatory, licensing, competition, taxation matters or matters concerning Intellectual Property Rights).

8. Arrangements with directors and shareholders

8.1

Save for the articles of association of the Company, the Preference Share Subscription Agreement, any service agreement with a Director and any contracts entered into in the ordinary course of business, there are no existing contracts or engagements or other arrangements to which any Group Company is a party and in which any of the directors of any Group Company and/or any associate of any of them is interested which would be material in the context of the Placing and Open Offer, any subscription for New Shares or the Preference Shares by HM Treasury, Admission or post-Admission dealings in the Ordinary Shares; and to the extent that any such contracts, engagements or other arrangements exist they comply with the related party requirements of the Listing Rules of the UK Listing Authority (or other relevant regulator).

8.2	No Shareholder has any rights, in his capacity as such, in relation to any Group Company other than as set out in the articles of association of the Company or the Preference Share Subscription Agreement.

8.3

The Company is not aware of any claim, demand or right of action against any Group Company otherwise than for accrued remuneration in accordance with their contracts of employment by any officer or employee (or former officer or employee) of the Group and/or any associate of them in any of the foregoing cases, to an extent that (singly or in the aggregate) would, or would be reasonably likely to, be material in the context of the Placing and Open Offer, any acquisition of New Shares or subscription for Preference Shares by HM Treasury, Ordinary Shareholders or Placees, Admission, Preference Admission or post-Admission dealing in the Ordinary Shares.

8.4

So far as the Company is aware, no Director nor any person connected with such Director nor any of the employees of the Group nor any person connected with any such employee is in breach of any restrictive covenant, employment agreement or contract for services which would, or would be reasonably likely to, affect the Company or any other Group Company and so far as the Company is aware, there are no circumstances which might give rise to any claim of such a breach or any other dispute with any employer, former employer or other person for whom any Director or employee of the Group provides or has provided services, in any of the foregoing cases to an extent that (singly or in the aggregate) would, or would be reasonably likely to, be material in the context of the Placing and Open Offer, any acquisition of New Shares or

subscription for Preference Shares by HM Treasury, Ordinary Shareholders or Placees, Admission, Preference Admission or post-Admission dealing in the Ordinary Shares.

8.5	For the purpose of this paragraph 8, associate has the meaning:

(A)

in the case of an individual, given to “connected person” under section 96B(2) of FSMA; and

(B)

in the case of a body corporate, given to “associated company” in sections 416 et seq. of the Income and Corporation Taxes Act 1988.

9. Information technology

Save as otherwise would not (singly or in the aggregate) be material in the context of the Placing and Open Offer, any acquisition of New Shares or subscription for Preference Shares by HM Treasury, Ordinary Shareholders or Placees, Admission, Preference Admission or post-Admission dealings in the Ordinary Shares:

(A)

systems used or planned to be used in connection with the businesses of the Group are all the systems required for the present needs of the business of the Group, including, without limitation, as to system capacity and ability to process current peak volumes and anticipated volumes in a timely manner;

(B)

in the 12 months prior to the date of this Agreement, the Group not suffered any failures or bugs in or breakdowns of any systems used in connection with the businesses of the Group which have caused any substantial disruption or interruption in or to its use and the Company is not aware of any fact or matter which may so disrupt or interrupt or affect the use of such equipment following the date of this Agreement on the same basis as it is presently used;

(C)

all hardware comprised in any systems, excluding any software and any external communications lines, used in the businesses of the Group are owned (except those items which are subject to finance leases) and operated by and are under the control of a Group Company and are not wholly or partly dependent on any facilities which are not under the ownership, operation or control of the Group or (where governed by outsourcing or other similar arrangements) are otherwise openly accessible to the Group; and

(D)

each Group Company is validly licensed to use the software used in its business.

10. Share Schemes

Save as required by the Preference Share Subscription Agreement and save as otherwise would not (singly or in the aggregate) be material in the context of the Placing and Open Offer, any acquisition of New Shares or subscription for Preference Shares by HM Treasury, Ordinary Shareholders or Placees, Admission, Preference Admission or post-Admission dealings in the Ordinary Shares, except for options or other rights granted under the Company’s approved share option schemes or other employee incentive arrangements in accordance with normal practice, there are no arrangements

which (contingently or otherwise) may give rise to an obligation on the Company or any Group Company to allot, issue or grant any relevant securities as defined in section 80 of the CA 1985.

11. Pension schemes

Save as would otherwise not (singly or in the aggregate) be material in the context of the Placing and Open Offer, any acquisition of New Shares or subscription for Preference Shares by HM Treasury, Ordinary Shareholders or Placees, Admission, Preference Admission or post-Admission dealings in the Ordinary Shares, the Group is not paying, and is not under any liability (actual or contingent) to pay or secure (other than by payment of employers’ contributions under national insurance or social security legislation), any pension or other benefit on retirement, death or disability or on the attainment of a specified age or on the completion of a specified number of years of service.

12. Agreements

Save for the Preference Share Subscription Agreement and save otherwise as would not (singly or in the aggregate) be material in the context of the Placing and Open Offer, any acquisition of New Shares or subscription for Preference Shares by HM Treasury, Ordinary Shareholders or Placees, Admission, Preference Admission or post-Admission dealings in the Ordinary Shares, there is no agreement, undertaking, instrument or arrangement requiring the creation, allotment, issue, redemption or repayment, or the grant to any person of the right (whether conditional or not) to require the allotment, issue, redemption or repayment, of any shares in the capital of the Company or a Material Subsidiary (including, without limitation, an option or right of pre-emption or conversion).

13. Regulatory

13.1

No Group Company nor any of its officers has failed to comply with any statutory provision or any rules, regulations, directions, requirements, notices and provisions of the FSA or any other regulatory body applying to such Group Company in relation to its business including (without limitation) in respect of the maintenance of its Capital Resources Requirement and satisfaction of the Overall Financial Resources Rule and any equivalent capital requirements in any other jurisdiction that are applicable to any Group Company; no obligation has arisen in respect of the general notification requirements under Chapter 15.3 of SUP, save in any of the foregoing cases to an extent which would not (singly or in the aggregate) be material in the context of the Placing and Open Offer, any acquisition of New Shares or subscription for Preference Shares by HM Treasury, Ordinary Shareholders or Placees, Admission, Preference Admission or post-Admission dealing in the Ordinary Shares.

13.2

Save as otherwise as would not (singly or in the aggregate) be material in the context of the Placing and Open Offer, any acquisition of New Shares or subscription for Preference Shares by HM Treasury, Ordinary Shareholders or Placees, Admission, Preference Admission or post-Admission dealings in the Ordinary Shares, no Group Company is the subject of any investigation, enforcement action (including, without limitation to vary the terms of any permission of licence) or disciplinary proceeding by

the FSA or any other regulatory body having jurisdiction over such Group Company, and no such investigation, enforcement action or disciplinary proceeding is threatened or pending.

14.

Cash box

14.1	JerseyCo has not undertaken any obligations or liabilities except pursuant to or as contemplated by the Subscription and Transfer Agreement and the Option Agreement.

14.2	JerseyCo is and will remain resident in the United Kingdom and nowhere else for United Kingdom tax purposes.

14.3	No share register of JerseyCo is located or kept in the United Kingdom.

14.4	Neither the Company nor JerseyCo has caused or permitted any issue or transfer of shares or debentures in JerseyCo which is unlawful for the purposes of Section 765 of the Income and Corporation Taxes Act 1988.

15. Competition

15.1

No Group Company is a party to (or is concerned in) any agreement, arrangement, concerted practice or course of conduct which infringes, or of which particulars have or should have been delivered to any relevant governmental or other authority in any jurisdiction under any relevant legislation in any territory regarding anti-competitive or restrictive trade or business practices or which falls within Articles 81 and/or 82 of the EC Treaty, or otherwise, in any of the foregoing cases to an extent that (singly or in the aggregate) would, or would be reasonably likely to, be material in the context of the Placing and Open Offer, any acquisition of New Shares or subscription for Preference Shares by HM Treasury, Ordinary Shareholders or Placees, Admission, Preference Admission or post-Admission dealing in the Ordinary Shares.

15.2

No Group Company is, or has been, in connection with its business or that of any other Group Company, engaged in any practice which contravenes any such legislation as is referred to in the preceding paragraph or which is under investigation by any authority referred to in the preceding paragraph or which is the subject of undertakings to any such authority and, so far as the Company is aware, none of the practices carried on by any Group Company contravenes or may contravene any such legislation or is reasonably likely to be subject to such investigation, in any of the foregoing cases to an extent that would, or would be reasonably likely to, be (singly or in the aggregate) material in the context of the Placing and Open Offer, any acquisition of New Shares or subscription for Preference Shares by HM Treasury, Ordinary Shareholders or Placees, Admission, Preference Admission or post-Admission dealing in the Ordinary Shares.

SCHEDULE 4

PRO FORMA NOVATION AGREEMENT

THIS NOVATION AGREEMENT is made the [●] day of [●], 20[●]

BETWEEN:

1.	THE COMMISSIONERS OF HER MAJESTY’S TREASURY, of 1 Horse Guards Road, London SW1A 2HQ (“HMT”)

2.	THE ROYAL BANK OF SCOTLAND GROUP PLC, a company incorporated in Scotland with registered number 45551 whose registered office is at 36 St Andrew Square, Edinburgh EH2 2YB (“RBS”)

3.	UBS LIMITED, a company incorporated in England and Wales with registered number 2035362 whose registered office is at 1 Finsbury Avenue, London EC2M 2PP ("UBS");

4.	MERRILL LYNCH INTERNATIONAL, a company incorporated in England and Wales with registered number 02312079 and whose registered office is at Merrill Lynch Financial Centre, 2 King Edward Street, London EC1A 1HQ (“Merrill Lynch”);

AND

5.	[ ] of [ ] (registered in England No. [ ]) (the “Company”)

WHEREAS:

(A)	HMT, RBS, UBS and Merrill Lynch have entered into the Placing Agreement (as defined in this agreement).

(B)

HMT wishes to be released and discharged from the Placing Agreement and RBS, UBS and Merrill Lynch have agreed to release and discharge HMT from the Placing Agreement upon the terms of the Company’s undertaking to perform the Placing Agreement and be bound by its terms in the place of HMT and HMT agreeing to guarantee the Company’s obligations in respect of the Placing Agreement.

NOW IT IS AGREED as follows:-

1. INTERPRETATION

1.1 In this agreement:

	“Placing Agreement”	means the agreement effective as of 13 October 2008 between HMT, RBS, UBS and Merrill Lynch relating to the placing and open offer of a number of RBS’s ordinary shares; and

	“Continuing Parties”	means RBS, UBS and Merrill Lynch and “Continuing Party”

shall be construed accordingly.

1.2	In this agreement, unless otherwise specified:

(A)

references to clauses and sub-clauses are to clauses and sub-clauses of this agreement; and

(B)

headings to clauses and schedules are for convenience only and do not affect the interpretation of this agreement.

2. COMPANY’S UNDERTAKING

With effect from the date of this agreement and in consideration of the undertakings given by the Continuing Parties in clause 3, the Company hereby undertakes to observe, perform, discharge and be bound by the Placing Agreement as if the Company were a party to that agreement in the place of HMT. Notwithstanding this undertaking, nothing in this agreement shall:

(A)

require the Company to perform any obligation created by or arising under the Placing Agreement falling due for performance, or which should have been performed, before the date of this agreement;

(B)

make the Company liable for any act, neglect, default or omission in respect of the Placing Agreement committed by HMT or occurring before the date of this agreement; or

(C)

impose any obligation on the Company for or in respect of any obligation performed by HMT under the Placing Agreement before the date of this agreement.

3. CONTINUING PARTIES’ UNDERTAKING AND RELEASE OF HMT

3.1	With effect from the date of this agreement and in consideration of the undertakings given by the Company in clause 2 and the undertakings and guarantee given by HMT in clauses 4 and 5 respectively, each of the Continuing Parties hereby:

(A)

releases and discharges HMT from all obligations to observe, perform, discharge and be bound by the Placing Agreement;

(B)

accepts the Company’s undertaking to observe, perform, discharge and be bound by the Placing Agreement (such undertaking being set out in clause 2); and

(C)

agrees to observe, perform, discharge and be bound by the Placing Agreement as if the Company were a party to the Placing Agreement in the place of HMT.

3.2	Notwithstanding the provisions of sub-clause 3.1(A), nothing in this agreement shall affect or prejudice any claim or demand whatsoever which any Continuing Party may

have against HMT in relation to the Placing Agreement and arising out of matters prior to the date of this agreement.

4. HMT’S UNDERTAKING AND RELEASE OF THE CONTINUING PARTIES

With effect from the date of this agreement and in consideration of the undertakings given by the Continuing Parties in clause 3, HMT hereby releases and discharges each of the Continuing Parties from all obligations to observe, perform, discharge and be bound by the Placing Agreement. Notwithstanding this undertaking and release, nothing in this agreement shall affect or prejudice any claim or demand whatsoever which HMT may have against any Continuing Party in relation to the Placing Agreement and arising out of matters prior to the date of this agreement.

5. GUARANTEE AND INDEMNITY

5.1

In consideration of the undertakings given by the Continuing Parties in clause 3, HMT hereby unconditionally and irrevocably guarantees to each Continuing Party the due and punctual performance and observance by the Company of all its obligations, commitments and undertakings under or pursuant to this agreement and agrees to indemnify each Continuing Party on an after-tax basis against all loss, damage, costs and breach by the Company of its obligations, commitments or undertakings under or pursuant to this agreement. The liability of HMT under this agreement shall not be released or diminished by any variation of the terms of this agreement or the Placing Agreement as novated by this agreement (whether or not agreed by HMT), any forbearance, neglect or delay in seeking performance of the obligations hereby imposed or any granting of time for such performance.

5.2

If and whenever the Company defaults for any reason whatsoever in the performance of any obligation or liability undertaken or expressed to be undertaken by the Company under or pursuant to this agreement, HMT shall forthwith upon demand unconditionally perform (or procure performance of) and satisfy (or procure the satisfaction of) the obligation or liability in regard to which such default has been made and so that the same benefits shall be conferred on each Continuing Party as such party would have received if such obligation or liability had been duly performed and satisfied by the Company.

5.3

This guarantee is to be a continuing guarantee and accordingly is to remain in force until all the obligations, commitments and undertakings of the Company referred to in sub-clause 5.1 shall have been performed or satisfied. This guarantee is in addition to and without prejudice to and not in substitution for any rights or security which any Continuing Party may now or hereafter have or hold for the performance and observance of the obligations, commitments and undertakings of the Company under or in connection with this agreement.

5.4

As a separate and independent stipulation HMT agrees that any obligation expressed to be undertaken by the Company (including, without limitation, any moneys expressed to be payable under this agreement or the Placing Agreement as novated by this agreement) which may not be enforceable against or recoverable from the Company by reason of any legal limitation, disability or incapacity on or of the Company or any other fact or circumstance (other than any limitation imposed by this agreement or the Placing

Agreement as novated by this agreement) shall nevertheless be enforceable against and recoverable from HMT as though the same had been incurred by HMT and HMT were the sole or principal obligor in respect thereof.

6. COMPANY CEASES TO BE WHOLLY OWNED BY HMT

In the event that the Company at any time after the date of this agreement ceases to be directly or indirectly wholly-owned by HMT, the Company shall, and HMT will procure that the Company shall, enter into a novation agreement upon substantially the same terms as this agreement such that the rights and obligations assumed by the Company under this agreement are novated either to HMT or to an entity which is, directly or indirectly, wholly owned by HMT. The Continuing Parties agree to consent to, and to execute and deliver all such documentation as may be necessary to effect, such novation.

7. NOTICES

For the purposes of all provisions in the Placing Agreement concerning the service of notices, the address of the Company is its registered office as shown above from time to time and its fax number is [●]. All notices served on the Company under the Placing Agreement should be marked for the attention of [●].

8. COUNTERPARTS

8.1	This agreement may be executed in any number of counterparts, and by the parties on separate counterparts, but shall not be effective until each party has executed at least one counterpart.

8.2	Each counterpart shall constitute an original of this agreement, but all the counterparts shall together constitute but one and the same instrument.

9. GOVERNING LAW

The Continuing Parties and the Company hereby agree that 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 and that the courts of England and Wales are to have exclusive jurisdiction to settle any matter, claim or dispute arising hereunder and submits to the jurisdiction of the English Courts.

[To be included if the Company is not a company incorporated in England:

10. AGENT FOR SERVICE OF PROCESS

The Company shall at all times maintain an agent for service of process and for service of any other documents and proceedings in England, or any other proceedings in connection with this Agreement. Such agent shall be [agent with address in England] and any writ, judgment or other notice of legal process shall be sufficiently served on the Company if delivered to such agent at its address for the time being. The Company irrevocably undertakes not to revoke the authority of the above agent and if, for any reason, the agent ceases to act as such, the Company shall appoint a replacement

agent having an address for service in England and shall notify the Continuing Parties of the name and address of such replacement agent. If the Company fails to appoint another agent, any of the Continuing Parties shall be entitled to appoint one on the Company’s behalf and at the Company’s expense.]

IN WITNESS of which this Agreement has been executed on the date which first appears on page 1 of this Agreement.

.................................................................

For and on behalf of

THE COMMISSIONERS OF HER MAJESTY’S TREASURY

.................................................................

For and on behalf of

THE ROYAL BANK OF SCOTLAND GROUP PLC

.................................................................

For and on behalf of

UBS LIMITED

.................................................................

For and on behalf of

MERRILL LYNCH INTERNATIONAL

.................................................................

For and on behalf of

[Insert name of the Company]

SCHEDULE 5

US INVESTOR LETTER

[Name, address, fax number and attention details for the Company] [Names, addresses, fax numbers and attention details for the Placing Agents]

cc: [You must fax a copy of this letter to the financial intermediary through which your existing ordinary shares are held. Accordingly please insert here name, address and contact details of the relevant financial intermediary.]

_________________, 2008

Ladies and Gentlemen

In connection with our proposed acquisition of new shares (the “New Shares”) of [insert name of company] (the “Company”), which are being offered by way of a placing and open offer (the “Placing and Open Offer”), we represent, warrant, agree and confirm that:

1.	To the extent we are an existing shareholder of the Company, we are the beneficial holder of and/or exercise full investment discretion with respect to our ordinary shares of the Company.

We are an institution which (a) has such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of our investments in the New Shares, and (b) we, and any accounts for which we are acting, are able to bear the economic risk, and sustain a complete loss, of such investment in the New Shares.

We are a “qualified institutional buyer” (a “QIB”) as defined in Rule 144A (“Rule 144A”) under the US Securities Act of 1933, as amended (the “Securities Act”). Further, if we are acquiring the New Shares as a fiduciary or agent for one or more investor accounts, (a) each such account is a QIB, (b) we have investment discretion with respect to each account, and (c) we have full power and authority to make the representations, warranties, agreements and acknowledgements herein on behalf of each such account.

4.	We will base our investment decision on a copy of the Company’s prospectus dated [●], 2008, including the documents incorporated by reference therein (the “Prospectus”).

We acknowledge that neither the Company nor any of its affiliates nor any other person (including [insert names of placing agents] (together, the “Placing Agents”)) has made any representations, express or implied, to us with respect to the Company, the Placing and Open Offer, the New Shares or the accuracy, completeness or adequacy of any financial or other information concerning the Company, the Placing and Open Offer or the New Shares, other than (in the case of the Company and its affiliates only) the information contained or incorporated by reference in the Prospectus. We acknowledge that we have not relied on any information contained in any research reports prepared by the Placing Agents or any of their respective affiliates. We understand that the Prospectus has been prepared in accordance with UK format, style and content, which differs from US format, style and content. In particular, but without limitation, the financial information contained in the Prospectus have been prepared in accordance with International Financial Reporting Standards, and thus may not be comparable to financial statements of US companies prepared in accordance with US generally accepted accounting principles. We will not distribute, forward, transfer or otherwise transmit the Prospectus, or any other presentational or other materials concerning the Placing and Open Offer (including electronic copies thereof) to any person within the United States (other than a QIB on behalf of which we act). We acknowledge that we have read and agreed to the matters set forth under the heading “[insert name of relevant section of Prospectus containing notices to oversees investors, including US investors]” in the Prospectus.

We will make our own independent investigation and appraisal of the business, results, financial condition, prospects, creditworthiness, status and affairs of the Company and we will make our own investment decision to acquire the New Shares. We understand that there may be certain consequences under US and other tax laws resulting from an investment in the New Shares, including that we must bear the economic risk of an investment in the New Shares for an indefinite period of time, and we will make such investigation and consult such tax and other advisors with respect thereto as we deem appropriate.

Any New Shares we acquire will be for our own account (or for the account of a QIB as to which we exercise sole investment discretion and have authority to make the statements contained in this letter) for investment purposes, and not with a view to resale or distribution within the meaning of the US securities laws, subject to the understanding that the disposition of our property shall at all times be and remain within our control.

We understand that the New Shares are being offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act and that the New Shares are not being and will not be registered under the Securities Act or with any State or other jurisdiction of the United States. We acknowledge and agree that we are not taking up the New Shares as a result of any general solicitation or general advertising (as those terms are defined in Regulation D under the Securities Act). We understand and agree that, although offers and sales of the New Shares are being made in the United States to QIBs, they are not being made under Rule 144A, and that the New Shares are not eligible for resale pursuant to Rule 144A.

We understand that the New Shares will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act and we agree that for so long as such securities are “restricted securities” (as so defined), they may not be deposited into any unrestricted depositary facility established or maintained by any depositary bank,

including the current American Depositary Receipt (“ADR”) facility maintained by The Bank of New York Mellon, as depositary for the Company’s ADR facility (the “Depositary”).

As long as the New Shares are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, we will not reoffer, resell, pledge or otherwise transfer the New Shares, except in an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act (which, for the avoidance of doubt, includes a sale over the London Stock Exchange) and in accordance with any applicable securities laws of any state or other jurisdiction of the United States.

10.

We understand that, to the extent the New Shares are delivered in certificated form, the certificate delivered in respect of the New Shares will bear a legend substantially to the following effect for so long as the securities are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act:

THE SHARES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING, THE SHARES MAY NOT BE DEPOSITED INTO ANY UNRESTRICTED DEPOSITARY RECEIPT FACILITY IN RESPECT OF SHARES ESTABLISHED OR MAINTAINED BY A DEPOSITARY BANK. EACH HOLDER, BY ITS ACCEPTANCE OF THESE SHARES, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS.

11.	We acknowledge that, whether or not we currently hold the Company’s ADRs, we will receive the New Shares in the form of ordinary shares and not in the form of ADRs.

12.

We acknowledge that until six months after the latest date on which the New Shares are delivered in the Placing and Open Offer (which is currently expected to be [•] 2008), the Depositary will not accept deposits of the New Shares in the ADR facility, or permit pre-releases of the Company’s American Depositary Shares from the ADR facility, unless we (or a broker on behalf of us) certify, among other things, that the shares to be deposited were not subscribed or purchased pursuant to the Placing and Open Offer, and that we have not borrowed shares to be deposited with the intention of replacing them with New Shares subscribed or purchased pursuant to the Placing and Open Offer.

13.

We understand and acknowledge that the Company shall have no obligation to recognize any offer, sale, pledge or other transfer made other than in compliance with the restrictions on transfer set forth and described herein and that the Company may make notation on its records or give instructions to [insert name of registrar] and any transfer agent of the New Shares and to the Depositary under its ADR facility in order to implement such restrictions.

14.

We understand that the foregoing representations, warranties, agreements and acknowledgements are required in connection with United States and other securities laws and that the Company, its affiliates, the Placing Agents and their respective affiliates, and others are entitled to rely upon the truth and accuracy of the

representations, warranties, agreements and acknowledgements contained herein. We agree that if any of the representations, warranties, agreements and acknowledgements made herein are no longer accurate, we shall promptly notify the Company and the Placing Agents. All representations, warranties, agreements and acknowledgements we have made in this letter shall survive the execution and delivery hereof.

15.

We confirm that, to the extent we are purchasing the New Shares for the account of one or more other persons, (a) we have been duly authorized to sign this letter and make the confirmations, acknowledgements and agreements set forth herein on their behalf and (b) the provisions of this letter constitute legal, valid and binding obligations of us and any other person for whose account we are acting.

16.

We irrevocably authorize the Company, its affiliates, the Placing Agents and their respective affiliates and any person acting on their behalf to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings, dispute or official inquiry with respect to the matters covered hereby.

17.	This letter shall be governed by, and construed in accordance with, the laws of the State of New York.

18.	We agree to promptly notify you if, at any time prior to [insert relevant date], any of the foregoing ceases to be true.

Yours truly,

[Signature of authorized signatory]

ON BEHALF OF [Institution]

By: [Name of authorized signatory]

[Title of authorized signatory]

[Institution]

[Address]

[Name of nominee, if applicable]

SCHEDULE 6

CONDITIONS TERM SHEET

1. Remuneration

1.1 Remuneration

1.2	No Board Director bonuses for 2008 – where part of contractual arrangement Board Directors relinquish these voluntarily. Bonuses in respect of 2009 for existing directors will be confined to restricted stock and based on the target of rewarding long term value creation taking account of risk.

1.3

RBS will comply with the ABI industry best practice code on remuneration. Remuneration will seek to reward long term value creation and not encourage excessive risk taking. Short term indicators will be taken into account only where fully consistent with long term value creation and not encouraging excessive risk taking. Reward for board members will also take into account relative compensation packages and perceived fairness in the current economic climate and the restructuring of the bank.

1.4	No rewards for failure; where a Board Member loses the confidence of the Board, they should be able to be dismissed at a cost that is reasonable and perceived as fair.

1.5	Commitment to FSA Code on risk based remuneration

2. Corporate Governance

2.1	HMT will work with the board on its appointment of 3 new independent directors immediately following Admission. Thereafter, consistent with best practice, the Company will engage constructively with HM Treasury in its role as a shareholder.

2.2 To show firm and unequivocal statement of intent to deliver revised strategy

3. Lending

3.1 Mortgages

(A)

A commitment to immediately restore and maintain the availability and active marketing of competitively priced mortgage lending through to the end of 2011 at a level at least equivalent to that of 2007 (provided that the Company shall not be required to engage in uncommercial practices).

(B)

General commitment to participate (until at least the end of 2011) in industry initiatives and to comply with government codes/guidance.

(C)

Make available, until the end of 2009, a sum to be agreed for the establishment and maintenance of shared equity/ shared ownership schemes to help people struggling with mortgage payments to stay in their homes, either through individual bank schemes or paid into a central fund run by industry.

(D)

Make available, until the end of 2009, a sum to be agreed to support ongoing expansion of financial capability initiatives.

3.2 SMEs

(A)

A commitment to immediately restore and maintain availability and active marketing of competitively priced lending to SMEs at a level at least equivalent to that of 2007 until the end of 2011 (provided that the Company shall not be required to engage in uncommercial practices).

(B)

Publish an annual report, for each year through to 2011, on:

(i) overall level of lending to SMEs;

(ii)

overdraft facilities and loans made available to SMEs: volumes, amounts and interest rates and other charges;

(iii)

amount of foreclosures of debt finance made available to SMEs;

(iv)

amount of lending through the Small Firms Loan Guarantee Scheme; and

(v)

the application and use of an EIB global loan facility to secure additional liquidity specifically for SME lending.

3.3	Will establish transparent public reporting on both SME lending and Mortgages as agreed with HMG

3.4

The activities of the Company will be limited to the higher of: (i) the annual growth rate of growth of UK nominal GDP in the preceding year; and (ii) the average historical growth of the balance sheets in the UK banking sector during the period 1987-2007, unless there is evidence that the thresholds are exceeded for reasons unrelated to the provision of the aid referred to in the EC Commission's decision dated 13 October 2008 (the "Decision").

3.5

Further, in conjunction with HM Treasury, the Company will, within six months of the earlier of the Recognition Date (pursuant to rule 11.1 of the rules of the 2008 Credit Guarantee Scheme) and the listing date, prepare, to the extent required by the Decision, a restructuring plan in a form suitable for notification to the EC Commission in accordance with the Decision and, at the request of HM Government, furnish all information reasonably necessary for complying with the terms of that Decision.

4. Application

The constraints in this Schedule shall apply until HM Government or the Commission determines (or a court of competent jurisdiction finally determines) that the Company is no longer in receipt of the aid which is the subject of the Decision. If the Company does not utilise (or ceases to utilise) the wholesale funding guarantee being made available by HM Government and which is referred to in the Decision and either: (i) this Agreement is terminated but, by virtue of clause 2.10(C), this Schedule remains in full

100

force and effect; or (ii) this Agreement is not terminated and New Shares are issued to HM Treasury (and/or Preference Shares are issued to HM Treasury pursuant to and in accordance with the Preference Share Subscription Agreement) but HM Treasury has substantively reduced its holding of Ordinary Shares and/or Preference Shares, HM Treasury shall consult with the Company with a view to making submissions to the Commission that the constraint in this paragraph (or this Schedule as a whole) be disapplied or to obtain clarity as to when the constraint in this paragraph (or the Schedule as a whole) will cease to apply.

101

IN WITNESS WHEREOF this agreement has been entered into as of the date which first appears on page 1 of this agreement on the dates which appear below.

SIGNED by and for and on behalf of

THE ROYAL BANK OF SCOTLAND
GROUP PLC

Date: 4 November 2008

) /s/ [illegible]

)

SIGNED by and for and on behalf of

UBS LIMITED

Date:

) /s/ [illegible]

) /s/ David Seal

Associate Director

SIGNED by and for and on behalf of

MERRILL LYNCH INTERNATIONAL

Date:

) /s/ [illegible]

)

SIGNED by two of

THE COMMISSIONERS OF HER
MAJESTY’S TREASURY

in the presence of:

Date:

) /s/ [illegible]

)

(Mark One)
o		REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
x		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the fiscal year ended December 31, 2008
OR
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
o		SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Title of each class		Name of each exchange on which registered
American Depositary Shares, each representing 20 ordinary shares, nominal value £0.25 per share		New York Stock Exchange
Ordinary shares, nominal value £0.25 per share		New York Stock Exchange*
American Depositary Shares Series F, H, L, M, N, P, Q, R, S, T and U each representing one Non-Cumulative Dollar Preference Share, Series F, H, L, M, N, P, Q, R, S, T and U respectively		New York Stock Exchange
Dollar Perpetual Regulatory tier one securities, Series 1		New York Stock Exchange

Ordinary shares of 25 pence each	39,456,004,899	Non-cumulative dollar preference shares, Series F, H and L to U	308,015,000
Non-voting Deferred Shares	2,660,556,304	Non-cumulative convertible dollar preference shares, Series 1	1,000,000
11% cumulative preference shares	500,000	Non-cumulative euro preference shares, Series 1 to 3	2,526,000
5½% cumulative preference shares	400,000	Non-cumulative convertible sterling preference shares, Series 1	200,000
		Non-cumulative sterling preference shares, Series 1 and 2	5,750,000

Item	Item Caption		Pages

PART I
1	Identity of Directors, Senior Management and Advisers		Not applicable
2	Offer Statistics and Expected Timetable		Not applicable
3	Key Information
		Selected financial data	21, 227-229, 254-255, 280-281
		Capitalisation and indebtedness	Not applicable
		Reasons for the offer and use of proceeds	Not applicable
		Risk factors	13-20
4	Information on the Company		24-27, 56, 64-81, 197-198, 201-203, 255-263
		History and development of the Company	4-5, 127-128, 208-209, 267, 289-291
		Business overview	4-5, 127-128, 245-250, 264-267
		Organisational structure	4-5, 204
		Property, plant and equipment	208-209, 267
4A	Unresolved Staff Comments		Not applicable
5	Operating and Financial Review and Prospects
		Operating results	6-12, 21-56, 93, 199-201, 264-267
		Liquidity and capital resources	55-56, 63-81, 82-86, 87-123, 129, 181-196, 199-203, 208-209, 217, 233-235, 240-244, 262-263
		Research and development, patents, licences etc	Not applicable
		Trend information	4-20, 264-267
		Off balance sheet arrangements	118-123, 199-201, 233-234, 236
		Contractual obligations	84-86, 232-234
6	Directors, Senior Management and Employees
		Directors and senior management	125-126
		Compensation	141-153, 174-178, 250-251
		Board practices	130-131, 133-137, 141, 145-146
		Employees	52, 128, 174-175
		Share ownership	128-129, 148-151, 153
7	Major Shareholders and Related Party Transactions
		Major shareholders	11, 132, 267
		Related party transactions	11, 251-252, 272
		Interests of experts and counsel	Not applicable
8	Financial Information
		Consolidated statements and other financial information	9, 127, 155-252, 265-267, 281
		Significant changes	6-12, 252

Item	Item Caption		Pages

9	The Offer and Listing
		Offer and listing details	278-279
		Plan of distribution	Not applicable
		Markets	277
		Selling shareholders	Not applicable
		Dilution	Not applicable
		Expenses of the issue	Not applicable
10	Additional Information
		Share capital	Not applicable
		Memorandum and articles of association	285-289
		Material contracts	267-272
		Exchange controls	285
		Taxation	282-285
		Dividends and paying agents	Not applicable
		Statement of experts	Not applicable
		Documents on display	289
		Subsidiary information	Not applicable
11	Quantitative and Qualitative Disclosure about Market Risk		57-123, 181-196, 199-203
12	Description of Securities other than Equity Securities		Not applicable

PART II
13	Defaults, Dividend Arrearages and Delinquencies		Not applicable
14	Material Modifications to the Rights of Security Holders and Use of Proceeds		Not applicable
15	Controls and Procedures		138-139
16	[Reserved]
16	A	Audit Committee financial expert	136-137
	B	Code of ethics	128, 289
	C	Principal Accountant Fees and services	136-137, 178
	D	Exemptions from the Listing Standards for Audit Committees	Not applicable
	E	Purchases of Equity Securities by the Issuer and Affiliated Purchasers	Not applicable
	F	Change in Registrant’s Certifying Accountant	Not applicable
	G	Corporate Governance	133
PART III
17	Financial Statements		Not applicable
18	Financial Statements		155-252
19	Exhibits		292-293
	Signature		294

2	Presentation of information
3	Forward-looking statements
4	Description of business
6	Recent developments
13	Risk factors
21	Key financials
21	Summary consolidated income statement
24	Analysis of results
34	Divisional performance
53	Consolidated balance sheet
55	Cash flow
56	Capital resources
57	Risk, capital and liquidity management

	2008			2007		2006
for the year ended 31 December		£m			£m		£m
Total income		25,868			30,366		28,002
Operating (loss)/profit before tax		(40,667	)		9,832		9,186
(Loss)/profit attributable to ordinary shareholders		(24,137	)		7,303		6,202
Cost: income ratio		208.9%			45.9%		44.6%
Basic (loss)/earnings per share (pence) (1)		(145.7p	)		64.0p		54.4p

Yields, spreads and margins of the banking business	%		%		%
Gross yield (1)
Group		5.61		6.19		5.90
UK		5.72		6.69		6.13
Overseas		5.54		5.52		5.50
Interest spread (2)
Group		1.82		1.83		2.05
UK		1.92		2.30		2.37
Overseas		1.76		1.20		1.47
Net interest margin (3)
Group		2.12		2.32		2.53
UK		2.39		2.55		2.68
Overseas		1.91		1.99		2.26
The Royal Bank of Scotland plc base rate (average)		4.67		5.51		4.64
London inter-bank three month offered rates (average):
Sterling		5.51		6.00		4.85
Eurodollar		2.92		5.29		5.20
Euro		4.63		4.28		3.08

	2008								2007 - Restated
	Average balance			Interest			Rate		Average balance			Interest			Rate
		£m			£m		%			£m			£m		%
Assets
Loans and advances to banks
– UK		19,039			939			4.93		21,133			1,024			4.85
– Overseas		31,388			1,417			4.51		12,654			546			4.31
Loans and advances to customers
– UK		319,696			19,046			5.96		268,911			18,506			6.88
– Overseas		393,405			22,766			5.79		175,301			10,062			5.74
Debt securities
– UK		33,206			1,276			3.84		10,883			600			5.51
– Overseas		85,625			4,078			4.76		31,792			1,514			4.76
Total interest-earning assets
– banking business (2, 3)		882,359			49,522			5.61		520,674			32,252			6.19
– trading business (4)		425,454								313,110
Total interest-earning assets		1,307,813								833,784
Non-interest-earning assets (2, 3)		732,872								289,188
Total assets		2,040,685								1,122,972
Percentage of assets applicable to overseas operations		48.6%								38.0%
Liabilities and owners’ equity
Deposits by banks
– UK		46,217			1,804			3.90		52,951			2,234			4.22
– Overseas		113,592			4,772			4.20		31,073			1,172			3.77
Customer accounts: demand deposits
– UK		99,852			2,829			2.83		93,764			3,296			3.52
– Overseas		70,399			1,512			2.15		30,739			1,031			3.35
Customer accounts: savings deposits
– UK		42,870			1,708			3.98		36,334			1,658			4.56
– Overseas		72,473			2,203			3.04		27,645			902			3.26
Customer accounts: other time deposits
– UK		94,365			4,011			4.25		88,089			4,201			4.77
– Overseas		105,660			4,097			3.88		43,141			2,100			4.87
Debt securities in issue
– UK		101,520			4,095			4.03		57,140			3,060			5.36
– Overseas		132,699			5,846			4.41		49,848			2,627			5.27
Subordinated liabilities
– UK		26,300			1,356			5.16		23,502			1,300			5.53
– Overseas		12,385			788			6.36		4,509			230			5.10
Internal funding of trading business
– UK		(85,664	)		(3,445	)		4.02		(68,395	)		(3,307	)		4.84
– Overseas		(18,090	)		(729	)		4.03		(7,454	)		(321	)		4.31
Total interest-bearing liabilities
– banking business (2, 3)		814,578			30,847			3.79		462,886			20,183			4.36
– trading business (4)		466,610								316,453
Total interest-bearing liabilities		1,281,188								779,339
Non-interest-bearing liabilities:
Demand deposits
– UK		45,472								18,416
– Overseas		9,721								14,455
Other liabilities (3, 4)		645,760								267,403
Owners’ equity		58,544								43,359
Total liabilities and owners’ equity		2,040,685								1,122,972
Percentage of liabilities applicable to overseas operations		46.8%								35.9%

	2006 - Restated
	Average balance			Interest			Rate
		£m			£m		%
Assets
Loans and advances to banks
– UK		15,934			681			4.27
– Overseas		7,237			237			3.27
Loans and advances to customers
– UK		239,086			15,141			6.33
– Overseas		121,092			6,977			5.76
Debt securities
– UK		12,816			598			4.67
– Overseas		22,032			1,054			4.78
Total interest-earning assets
– banking business (2, 3)		418,197			24,688			5.90
– trading business (4)		202,408
Total interest-earning assets		620,605
Non-interest-earning assets (2, 3)		199,898
Total assets		820,503
Percentage of assets applicable to overseas operations		35.2%
Liabilities and owners’ equity
Deposits by banks
– UK		35,985			1,393			3.87
– Overseas		28,772			1,228			4.27
Customer accounts: demand deposits
– UK		86,207			2,428			2.82
– Overseas		13,113			441			3.36
Customer accounts: savings deposits
– UK		30,933			1,058			3.42
– Overseas		19,766			529			2.68
Customer accounts: other time deposits
– UK		67,126			2,807			4.18
– Overseas		36,177			1,636			4.52
Debt securities in issue
– UK		45,829			2,210			4.82
– Overseas		25,249			1,076			4.26
Subordinated liabilities
– UK		23,873			1,226			5.14
– Overseas		2,639			160			6.06
Internal funding of trading business
– UK		(44,475	)		(1,893	)		4.26
– Overseas		(4,930	)		(207	)		4.20
Total interest-bearing liabilities
– banking business (2, 3)		366,264			14,092			3.85
– trading business (4)		204,810
Total interest-bearing liabilities		571,074
Non-interest-bearing liabilities:
Demand deposits
– UK		17,909
– Overseas		11,668
Other liabilities (3, 4)		182,976
Owners’ equity		36,876
Total liabilities and owners’ equity		820,503
Percentage of liabilities applicable to overseas operations		32.3%

	2008 over 2007 (restated)									2007 (restated) over 2006 (restated)
	Increase/(decrease) due to changes in:									Increase/(decrease) due to changes in:
	Average volume			Average rate			Net change			Average volume			Average rate			Net change
		£m			£m			£m			£m			£m			£m
Interest-earning assets
Loans and advances to banks
UK		(103	)		18			(85	)		243			100			343
Overseas		845			26			871			217			92			309
Loans and advances to customers
UK		3,221			(2,681	)		540			1,985			1,380			3,365
Overseas		12,621			83			12,704			3,112			(27	)		3,085
Debt securities
UK		906			(230	)		676			(98	)		100			2
Overseas		2,564			-			2,564			465			(5	)		460
Total interest receivable of the banking business
UK		4,024			(2,893	)		1,131			2,130			1,580			3,710
Overseas		16,030			109			16,139			3,794			60			3,854
		20,054			(2,784	)		17,270			5,924			1,640			7,564
Interest-bearing liabilities
Deposits by banks
UK		271			159			430			(706	)		(135	)		(841	)
Overseas		(3,452	)		(148	)		(3,600	)		(94	)		150			56
Customer accounts: demand deposits
UK		(204	)		671			467			(227	)		(641	)		(868	)
Overseas		(956	)		475			(481	)		(591	)		1			(590	)
Customer accounts: savings deposits
UK		(276	)		226			(50	)		(206	)		(394	)		(600	)
Overseas		(1,367	)		66			(1,301	)		(241	)		(132	)		(373	)
Customer accounts: other time deposits
UK		(286	)		476			190			(962	)		(432	)		(1,394	)
Overseas		(2,500	)		503			(1,997	)		(332	)		(132	)		(464	)
Debt securities in issue
UK		(1,932	)		897			(1,035	)		(587	)		(263	)		(850	)
Overseas		(3,714	)		495			(3,219	)		(1,248	)		(303	)		(1,551	)
Subordinated liabilities
UK		(148	)		92			(56	)		19			(93	)		(74	)
Overseas		(489	)		(69	)		(558	)		(99	)		29			(70	)
Internal funding of trading business
UK		751			(613	)		138			1,129			285			1,414
Overseas		430			(22	)		408			109			5			114
Total interest payable of the banking business
UK		(1,824	)		1,908			84			(1,540	)		(1,673	)		(3,213	)
Overseas		(12,048	)		1,300			(10,748	)		(2,496	)		(382	)		(2,878	)
		(13,872	)		3,208			(10,664	)		(4,036	)		(2,055	)		(6,091	)
Movement in net interest income
UK		2,200			(985	)		1,215			590			(93	)		497
Overseas		3,982			1,409			5,391			1,298			(322	)		976
		6,182			424			6,606			1,888			(415	)		1,473

	2008							2007
	Net exposure (1)		Write-downs before tax			Average price		Net exposure(1)		Average price
		£m		£m		%			£m	%
Asset-backed CDOs
High grade		1,231		1,836			29		2,581		84
Mezzanine		144		1,140			6		1,253		70
		1,375		2,976					3,834		79
Monolines		4,804		3,557			n/a		2,547		n/a

US residential mortgages (2)
Sub-prime		—		353			n/a		1,292		72
Alt-A		—		1,071			n/a		2,233		83
Other non-agency		—		43			n/a		794		94
		—		1,467					4,319		81
US commercial mortgages (2)		437		95			87		1,809		97
Leveraged finance (2)
Held-for-trading		103		1,088			64		11,992		96
Loans and receivables		5,920		—			n/a		2,514		n/a
		6,023		1,088					14,506
CLOs		520		240			81		1,386		93
				9,423
CDS hedging				(1,642	)
Total net of CDS hedging				7,781

Disclosure	Section	Sub-section	Page
Further analysis (1)	Risk management	Credit market and related disclosures	101 – 123
Valuation aspects (1)	Financial statements	Note 11 Financial instruments	186 – 191
Valuation of financial instruments (1)	Financial statements	Critical accounting policies	170 – 171
(general and level 3)		Note 11 Financial instruments	184 – 191
Reclassification of financial instruments	Financial statements	Note 11 Financial instruments	193
Asset-backed CDOs	Risk management	Market risk	88

	At 31 December 2007		Currency translation adjustments		Charge to income statement		Utilised during the year			At 31 December 2008
		£m		£m		£m		£m			£m
Staff costs		4		—		503		(502	)		5
Premises and equipment		2		—		25		(26	)		1
Other		1		1		522		(521	)		3
		7		1		1,050		(1,049	)		9

	Basel II		Basel II		Basel I
	31 December 2008		1 January 2008		31 December 2007
	£bn		£bn		£bn
Global Markets
Global Banking & Markets		278.5		211.9		188.7
Global Transaction Services		19.6		16.8		15.4
Total Global Markets		298.1		228.7		204.1
Regional Markets
UK Retail & Commercial Banking		152.5		153.1		179.0
US Retail & Commercial Banking		78.0		53.8		57.1
Europe & Middle East Retail & Commercial Banking		30.9		30.3		36.7
Asia Retail & Commercial Banking		6.4		4.9		3.3
Total Regional Markets		267.8		242.1		276.1
RFS Holdings minority interest		118.0		147.4		119.0
Other		11.9		15.3		9.8
		695.8		633.5		609.0

In-force policies (000’s)
– Own-brand motor	6,964	6,713	6,790
– Own-brand non-motor (home, rescue, pet, HR24)	5,642	3,752	3,759
– Partnerships and broker (motor, home, rescue, SMEs, pet, HR24)	8,450	9,302	11,242
General insurance reserves – total (£m)	8,159	8,192	8,068

Committee	Focus	Membership
Group Audit Committee (GAC)	Financial reporting and the application of accounting policies as part of the internal control and risk assessment process. GAC monitors the identification, evaluation and management of all significant risks throughout the Group.	Independent non-executive directors
Advances Committee (AC)	Deals with transactions that exceed the Group Credit Committee’s delegated authority and large exposures.	Members of GEMC Group Chief Credit Officer
Group Executive Management Committee (GEMC)	Ensures implementation of strategy consistent with risk appetite.	Business and function heads, as determined by the Group Chief Executive/Board
Executive Risk Forum (ERF)	Acts on all strategic risk and control matters across the Group including, but not limited to, credit risk, market risk, operational risk, compliance and regulatory risk, enterprise risk, treasury and liquidity risk, reputational risk, insurance risk and country risk.	Group Chief Executive Group Finance Director Group Chief Risk Officer Chairman, Regional Markets Chief Executive, RBS UK Chief Executive, Global Banking & Markets
Group Risk Committee (GRC)	Recommends limits and approves processes and policies to ensure the effective management of all material risks across the Group.	Group Chief Risk Officer Group head of each risk type Group Treasurer Chief Executive and Chief Risk Officer from each division Group General Counsel and Group Secretary Group Chief Economist
Group Credit Committee (GCC)	Approves credit proposals under the authority delegated to the committee by the Board and/or the Advances Committee.	Members as determined by GEMC
Group Asset and Liability Management Committee (GALCO)	Identifies, manages and controls the Group balance sheet risks.	Group Finance Director Chairman/Chief Executive from each division Group Treasurer Group Chief Risk Officer Heads of Group functions
Group Chief Executive’s Advisory Group (GCEAG)	Acts as a forum for the provision of information and advice to the Group Chief Executive. Forms part of the control process of the Group.	Group Chief Executive Group Finance Director Chairman and Chief Executives from each division Group Chief Risk Officer Group General Counsel and Group Secretary Group Directors, Strategy, Communications and Human Resources

How we do business	Policy
Customers	Identifying our customers. Treating our customers fairly. Delivering customer value. Respecting customer confidentiality.
Risks	Identifying and managing our risks. Understanding our markets.
Security	Protecting our assets, premises, systems and data. Operating our processes, systems and controls. Dealing with external suppliers.
People	Working in the Group. Promoting diversity and inclusion.
Reputation	Working within laws and regulation. Investing in the community. Conducting sustainable business. Maintaining key services and processes.
Finances	Managing our capital and resources. Accounting and financial reporting.

	Basel II 31 December 2008 £m			Basel II 1 January 2008 £m			Basel I 31 December 2007 £m
Capital base:
Core Tier 1 capital: ordinary shareholders’ funds and minority interests less intangibles		47,623			27,324			27,324
Preference shares and tax deductible securities		24,038			17,040			17,040
Less deductions from Tier 1 capital		(1,814	)		(1,457	)		n/a
Tier 1 capital		69,847			42,907			44,364
Tier 2 capital		32,223			28,767			33,693
Tier 3 capital		260			200			200
		102,330			71,874			78,257
Less: supervisory deductions		(4,155	)		(5,078	)		(10,283	)
Total regulatory capital		98,175			66,796			67,974
Risk-weighted assets:
Credit risk		551,400			542,100
Counterparty risk		61,100			37,500
Market risk		46,500			17,900
Operational risk		36,800			36,000
		695,800			633,500
Banking book								564,800
Trading book								44,200
								609,000
Risk asset ratio:
Core Tier 1		6.8%			4.3%			4.5%
Tier 1		10.0%			6.8%			7.3%
Total		14.1%			10.5%			11.2%

	Basel II 31 December 2008 £bn		Basel II 1 January 2008 £bn		Basel I 31 December 2007 £bn
Global Markets
– Global Banking & Markets		278.5		211.9		188.7
– Global Transaction Services		19.6		16.8		15.4
Regional Markets
– UK Retail & Commercial Banking		152.5		153.1		179.0
– US Retail & Commercial Banking		78.0		53.8		57.1
– Europe & Middle East Retail & Commercial Banking		30.9		30.3		36.7
– Asia Retail & Commercial Banking		6.4		4.9		3.3
Other		11.9		15.3		9.8
RFS Holdings minority interest		118.0		147.4		119.0
Group		695.8		633.5		609.0

Risk type	Definition	Features
Credit risk (including country and political risks)	The risk arising from the possibility that the Group will incur losses from the failure of customers to meet their financial obligations to the Group.	Loss characteristics vary materially across portfolios. Significant correlation between losses and the macroeconomic environment. Concentration risk.
Funding and liquidity risk	The risk of losses through being unable to meet obligations as they fall due.	Potential to disrupt the business model and stop normal functions of the Group. Significantly correlated with credit risk losses.
Market risk	The risk that the value of an asset or liability may change as a result of a change in market rates.	Potential for large material losses. Significantly correlated with equity risk and the macroeconomic environment.
Insurance risk	The risk of financial loss through fluctuations in the timing, frequency and/or severity of insured events, relative to the expectations at the time of underwriting.	Frequent small losses. Infrequent material losses.
Operational risk	The risk of financial loss or reputational impact resulting from fraud; human error; ineffective or inadequately designed processes or systems; improper behaviour; legal events; or from external events.	Generally immaterial losses.
Regulatory risk	The risks arising from regulatory changes/enforcement.	Risk of regulatory changes. Compliance with regulations. Potential for fines and/or restrictions in business activities.
Other risk	The risks arising from reputation and pension fund risk.	Additional regulation can be introduced as a result of other risk losses.

Credit risk assets (unaudited)	2008 £bn		2007 £bn
Global Markets		469.8		307.4
Regional Markets
– UK Retail & Commercial Banking		223.5		202.1
– US Retail & Commercial Banking		82.9		58.1
– Europe & Middle East Retail & Commercial Banking		64.7		47.1
– Asia Retail & Commercial Banking		7.5		6.8
RBS Insurance		4.6		5.1
Other		2.0		—
RFS Holdings minority interest		176.8		206.0
Group		1,031.8		832.6

Risk countries (unaudited)	Consumer £m		Sovereign £m		Banks and financial institutions £m		Corporate £m		Total £m
Russia		51.0		—		362.0		5,361.0		5,774.0
United Arab Emirates		756.8		91.5		1,721.9		2,988.6		5,558.8
India		1,020.0		5.7		737.9		3,800.6		5,564.2
Turkey		24.8		363.6		603.2		3,035.5		4,027.1
China		24.6		61.1		1,146.3		2,027.2		3,259.2
South Korea		1.5		—		1,743.0		1,104.1		2,848.6
Taiwan		1,019.3		—		1,393.2		825.0		3,237.5
Mexico		4.2		57.1		210.9		1,999.9		2,272.1
Czech Republic		2.1		593.5		175.5		1,057.9		1,829.0
Kazakhstan		69.5		17.0		900.8		858.9		1,846.2
Poland		6.8		38.5		309.1		1,308.6		1,663.0
Chile		0.3		26.1		383.7		1,250.5		1,660.6
Brazil		3.6		—		1,012.3		641.7		1,657.6
Saudi Arabia		23.2		—		534.9		679.4		1,237.5
Romania		583.6		145.3		160.4		916.8		1,806.1
Greece		15.1		135.3		210.3		702.7		1,063.4
Hungary		5.1		73.9		101.3		831.4		1,011.7

	PD Range
Master grading scale	Lower	Upper	New AQ1- 10 bands	Old AQ1-5 bands
1	0%	0.006%
2	0.006%	0.012%
3	0.012%	0.017%	AQ1
4	0.017%	0.024%
5	0.024%	0.034%		AQ1
6	0.034%	0.048%	AQ2
7	0.048%	0.067%	AQ3
8	0.067%	0.095%
9	0.095%	0.135%
10	0.135%	0.190%
11	0.190%	0.269%	AQ4
12	0.269%	0.381%		AQ2
13	0.381%	0.538%
14	0.538%	0.761%	AQ5
15	0.761%	1.076%		AQ3
16	1.076%	1.522%	AQ6
17	1.522%	2.153%		AQ4
18	2.153%	3.044%
19	3.044%	4.305%	AQ7
20	4.305%	6.089%
21	6.089%	8.611%
22	8.611%	12.177%	AQ8
23	12.177%	17.222%		AQ5
24	17.222%	24.355%
25	24.355%	34.443%	AQ9
26	34.443%	100%
27	100%	100%	AQ10

	Annual probability of default
Asset quality grade	Minimum %		Midpoint %		Maximum %		S&P equivalent
AQ1		0.00		0.10		0.20	AAA to BBB-
AQ2		0.21		0.40		0.60	BB+ to BB
AQ3		0.61		1.05		1.50	BB- to B+
AQ4		1.51		3.25		5.00	B+ to B
AQ5		5.01		52.50		100.00	B and below

	Credit book
Segment	£bn		%
Original equipment manufacturer/commercial vehicles		3.3		23
Captive finance companies		1.1		8
Component suppliers		2.4		16
Retailers/services		5.1		35
Rental		2.6		18
Total		14.5		100

	Credit book
Domicile	£bn		%
Americas		4.0		28
Central Eastern Europe Middle East and Africa		1.1		7
UK		4.2		29
Western Europe		4.3		30
Asia		0.9		6
Total		14.5		100

	Credit book
Sector	£bn		%
Dry bulk		4.8		29
Tankers		6.3		38
Container		1.6		10
Gas/offshore		2.3		14
Other		1.6		9
Total		16.6		100

2008	AQ1 £m		AQ2 £m		AQ3 £m		AQ4 £m		AQ5 £m		Accruing past due £m		Non- accrual £m		Impairment provision £m			Total £m
Cash and balance at central banks		12,400		—		—		—		—		—		—		—			12,400
Loans and advances to banks (2)		131,963		872		1,247		282		943		—		129		(127	)		135,309
Loans and advances to customers		310,950		141,849		187,899		150,705		59,191		15,667		19,350		(10,889	)		874,722
Debt securities		259,207		1,461		1,485		3,755		1,626		—		52		(37	)		267,549
Settlement balances		12,612		516		290		129		256		4,029		—		—			17,832
Derivatives		912,728		36,528		30,079		5,181		8,032		11		—		—			992,559
Other financial instruments		691		—		161		—		—		—		—		—			852
		1,640,551		181,226		221,161		160,052		70,048		19,707		19,531		(11,053	)		2,301,223

Commitments		209,359		55,109		48,554		23,458		25,244		—		—		—			361,724
Contingent liabilities		19,693		18,461		19,502		10,977		2,904		—		—		—			71,537
Total off-balance sheet		229,052		73,570		68,056		34,435		28,148		—		—		—			433,261

2007
Cash and balance at central banks		17,866		—		—		—		—		—		—		—			17,866
Loans and advances to banks (2)		204,083		5,797		4,937		407		1,119		—		25		(3	)		216,365
Loans and advances to customers		275,715		174,074		221,561		84,791		55,273		13,236		10,337		(6,449	)		828,538
Debt securities		258,895		15,688		2,339		1,372		16,361		—		5		(4	)		294,656
Settlement balances		14,491		98		344		21		68		1,567		—		—			16,589
Derivatives		240,114		23,333		11,299		2,352		304		—		—		—			277,402
Other financial instruments		669		—		—		—		143		65		—		—			877
		1,011,833		218,990		240,480		88,943		73,268		14,868		10,367		(6,456	)		1,652,293

Commitments		131,750		89,682		74,126		25,320		17,301		—		—		—			338,179
Contingent liabilities		26,120		16,314		11,740		4,032		3,714		—		—		—			61,920
Total off-balance sheet		157,870		105,996		85,866		29,352		21,015		—		—		—			400,099

	Past due 1-29 days £m		Past due 30-59 days £m		Past due 60-89 days £m		Past due 90 days or more £m		Total £m
2008		9,517		2,941		1,427		1,782		15,667
2007		8,768		2,745		1,354		369		13,236

	Group
2008	Loans and advances to banks and customers £m		Debt securities and equity shares £m		Derivatives £m		Other (1) £m		Total £m		Netting and offset (2) £m
UK
Central and local government		6,106		36,466		5,798		14		48,384		1,987
Manufacturing		26,006		1,080		11,208		180		38,474		6,279
Construction		13,426		144		754		26		14,350		1,485
Finance		197,659		84,696		532,857		6,257		821,469		480,762
Service industries and business activities		88,420		10,154		13,278		1,471		113,323		7,624
Agriculture, forestry and fishing		3,118		93		34		15		3,260		87
Property		74,050		2,008		5,094		71		81,223		1,026
Individuals:
Home mortgages		80,967		—		14		—		80,981		52
Other		27,479		250		36		25		27,790		5
Finance leases and instalment credit		17,363		3		25		—		17,391		119
Interest accruals		4,323		774		—		—		5,097		—
Total UK		538,917		135,668		569,098		8,059		1,251,742		499,426
US
Central and local government		482		24,996		45		33		25,556		—
Manufacturing		13,298		102		1,809		128		15,337		217
Construction		885		63		122		6		1,076		—
Finance		30,433		37,346		355,502		5,754		429,035		323,910
Service industries and business activities		28,232		1,498		8,535		907		39,172		2,346
Agriculture, forestry and fishing		30		—		3		1		34		—
Property		6,579		5		97		—		6,681		—
Individuals:
Home mortgages		34,235		—		—		—		34,235		—
Other		14,368		—		—		—		14,368		—
Finance leases and instalment credit		3,066		—		—		—		3,066		—
Interest accruals		499		466		—		—		965		—
Total US		132,107		64,476		366,113		6,829		569,525		326,473
Europe
Central and local government		2,045		24,065		228		5		26,343		—
Manufacturing		29,348		776		371		—		30,495		2
Construction		5,838		1		91		—		5,930		—
Finance		35,989		34,533		8,174		3,621		82,317		61
Service industries and business activities		60,179		11,754		2,823		92		74,848		780
Agriculture, forestry and fishing		5,750		50		1		—		5,801		—
Property		23,072		19		299		—		23,390		—
Individuals:
Home mortgages		118,549		50		4		—		118,603		—
Other		9,024		29		218				9,271		—
Finance leases and instalment credit		1,815		15		—		—		1,830		—
Interest accruals		1,889		1		—		—		1,890		—
Total Europe		293,498		71,293		12,209		3,718		380,718		843
Rest of the World
Central and local government		7,079		16,766		311		145		24,301		—
Manufacturing		6,837		178		772		—		7,787		—
Construction		758		6		17		—		781		3
Finance		21,469		4,267		42,621		407		68,764		31,695
Service industries and business activities		13,706		949		1,297		—		15,952		108
Agriculture, forestry and fishing		157		1		7		—		165		—
Property		2,932		480		96		—		3,508		41
Individuals:
Home mortgages		847		—		—		—		847		—
Other		5,089		—		18		—		5,107		79
Finance leases and instalment credit		111		5		—		—		116		—
Interest accruals		428		—		—		—		428		—
Total Rest of the World		59,413		22,652		45,139		552		127,756		31,926

(1)	Incudes settlement balances of £16,589 million.

(2)	This column shows the amount by which the Group’s credit risk exposure is reduced through arrangements, such as master netting agreements, which give the Group a legal right to set-off the financial asset against a financial liability due to the same counterparty. In addition, the Group holds collateral in respect of individual loans and advances to banks and to customers. This collateral includes mortgages over property (both personal and commercial); charges over business assets such as plant, inventories and trade debtors; and guarantees of lending from parties other than the borrower. The Group obtains collateral in the form of securities in reverse repurchase agreements. Cash and securities are received as collateral in respect of derivative transactions.

					2008														2007
Division	REIL £m		PPL £m		REIL and PPL £m		Total provision £m		Total provision as % of REIL %			Total provision as % of REIL & PPL %			REIL £m		PPL £m		REIL and PPL £m		Total provision £m		Total provision as % of REIL %			Total provision as % of REIL & PPL %
Global Markets
– Global Banking & Markets		6,192		18		6,210		3,491		56	%		56	%		952		67		1,019		586		62	%		58	%
– Global Transaction Services		284		—		284		245		86	%		86	%		336		—		336		170		51	%		51	%
Total Global Markets		6,476		18		6,494		3,736		58	%		58	%		1,288		67		1,355		756		59	%		56	%
Regional Markets
– UK Retail & Commercial Banking		7,900		200		8,100		3,709		47	%		46	%		5,535		63		5,598		3,281		59	%		59	%
– US Retail & Commercial Banking		770		—		770		932		121	%		121	%		317		—		317		304		96	%		96	%
– Europe & Middle East Retail & Commercial Banking		3,341		8		3,349		822		25	%		25	%		725		1		726		418		58	%		58	%
– Asia Retail & Commercial Banking		304		—		304		252		83	%		83	%		386		—		386		183		47	%		47	%
Total Regional Markets		12,315		208		12,523		5,715		46	%		46	%		6,963		64		7,027		4,186		60	%		60	%
Other		—		—		—		—		—			—			—		—		—		14		—			—
RBS share of shared assets		—		—		—		—		—			—			—		—		—		16		—			—
RFS Holdings minority interest		2,470		—		2,470		1,565		63	%		63	%		2,480		540		3,020		1,480		60	%		49	%
Group		21,261		226		21,487		11,016		52	%		51	%		10,731		671		11,402		6,452		60	%		57	%

	2008			2007
	Group £m			Group £m
Non-accrual loans (1)		19,479			10,362
Accrual loans past due 90 days (2)		1,782			369
Total REIL		21,261			10,731
PPL (3)		226			671
Total REIL and PPL		21,487			11,402
REIL and PPL as % of customer loans and advances – gross (4)		2.52	%		1.64	%