Dated 1 April
      2010

                 

                 

              
	
                THE ROYAL
      BANK OF SCOTLAND GROUP PLC

                and

                BANCO
      SANTANDER, S.A.

                and

                THE STATE OF
      THE NETHERLANDS

                and

                RFS HOLDINGS
      B.V.

              
	 
	 
	
                RESTATED
      CONSORTIUM AND SHAREHOLDERS’ AGREEMENT

                 

              
	
                 

              	 
    
	 
    	 
    
	
                LINKLATERS
      LLP

                One Silk
      Street

                London EC2Y
      8HQ

              	 
    
	 	 
	
                Telephone (44-20) 7456
      2000

              	 
    
	
                Facsimile (44-20) 7456
      2222

              	 
    
	 
    	 
    
	
                Ref
      M.
      Middleditch

              	 
    


      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

       

    

    Table of
Contents

     

    
      
        	
                Contents 

              	Page
	 	 	 
	
                1

              	
                Definitions
      and Interpretation

              	
                4

              
	 
    	 
    	 
    
	
                2

              	
                Restatement

              	
                15

              
	 
    	 
    	 
    
	
                3

              	
                Conditions
      and Effectiveness

              	
                15

              
	 
    	 
    	 
    
	
                4

              	
                Share
      Capital of the Company

              	
                16

              
	 
    	 
    	 
    
	
                5

              	
                Acquired
      Business Transfers

              	
                19

              
	 
    	 
    	 
    
	
                6

              	
                The
      Retained Group

              	
                24

              
	 
    	 
    	 
    
	
                7

              	
                Governance

              	
                24

              
	 
    	 
    	 
    
	
                8

              	
                Termination

              	
                27

              
	 
    	 
    	 
    
	
                9

              	
                Determinations

              	
                28

              
	 
    	 
    	 
    
	
                10

              	
                Representations
      and Warranties

              	
                30

              
	 
    	 
    	 
    
	
                11

              	
                Provision
      of Information and Preparation of Accounts

              	
                30

              
	 
    	 
    	 
    
	
                12

              	
                Transfer
      Restrictions for the Investors

              	
                31

              
	 
    	 
    	 
    
	
                13

              	
                Further
      Capital and Funding

              	
                32

              
	 
    	 
    	 
    
	
                14

              	
                New
      Shareholders

              	
                39

              
	 
    	 
    	 
    
	
                15

              	
                Distributions
      and Repurchases

              	
                40

              
	 
    	 
    	 
    
	
                16

              	
                Confidentiality
      and Announcements

              	
                41

              
	 
    	 
    	 
    
	
                17

              	
                Advisers
      and Costs

              	
                41

              
	 
    	 
    	 
    
	
                18

              	
                Supremacy
      of this Agreement

              	
                41

              
	 
    	 
    	 
    
	
                19

              	
                Entire
      Agreement and Non Reliance

              	
                42

              
	 
    	 
    	 
    
	
                20

              	
                General

              	
                43

              
	 
    	 
    	 
    
	
                21

              	
                Notices

              	
                45

              
	 
    	 
    	 
    
	
                22

              	
                Choice
      of law and arbitration

              	
                46

              
	 
    	 
    	 
    


      

    

    
      
        	 	
                Schedule
      1 – Part 1 Transfer of the Acquired Businesses

              	
                48

              
	 	 
    	 
    
	 	
                Schedule
      1 – Part 2 The Acquired Businesses

              	
                60

              
	 	 
    	 
    
	 	
                Schedule
      1 – Part 3 The Retained Businesses

              	
                63

              


      

    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    
      
        	 	
                Schedule1
      – Part 4 Employment

              	
                67

              
	 	 	 
	 	
                Schedule
      1 – Part 5 Pensions

              	
                72

              
	 	 	 
	 	
                Schedule
      1 – Part 6 Intellectual Property

              	76
	 	 	 
	 	
                Schedule
      1 – Part 7 Real Estate

              	78
	 	 	 
	 	
                Schedule
      1 – Part 8 Regulatory Matters

              	81
	 	 	 
	 	
                Schedule
      1 – Part 9 Tax Matters

              	83
	 	 	 
	 	
                Schedule
      2 The Retained Business

              	
                91

              
	 	 	 
	 	
                Schedule
      3 Corporate Governance

              	100
	 	 	 
	 	
                Schedule
      4 Representations and Warranties

              	
                108

              
	 	 	 
	 	
                Schedule
      5 Form of Deed of Accession

              	109
	 	 	 
	 	
                Schedule
      6 Permitted Disclosure

              	112
	 	 	 
	 	
                Schedule
      7 Governance Clearances

              	113
	 	 	 
	 	
                Schedule
      8 Other State Acquired Businesses

              	
                118

              
	 	 	 
	 	
                Schedule
      9 Charging Basis for Management of the Retained Business

              	
                121

              
	 	 	 
	 	
                Schedule
      10 4.95% Term Sheet

              	
                123

              
	 	 	 
	 	
                Schedule
      11 Operation of ID&J India

              	
                128

              
	 	 	 
	 	
                Schedule
      12 Worked Example for the purposes of Clause 13

              	
                137

              


      

    

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

     

    This
Agreement is made on 1 April 2010 between:

     

    
      	
              (1)

            	
              THE
      ROYAL BANK OF SCOTLAND GROUP PLC,
      a company incorporated in Scotland (registered
      no. SC45551),
      whose registered office is at 36
      St Andrew Square,
      Edinburgh,
      EH2
      2YE (“RBS”);

            


    

     

    
      	
              (2)

            	
              BANCO
      SANTANDER, S.A.,
      a company incorporated in Spain (registered
      at
      the Cantabria Commercial Registry),
      whose registered office is at Paseo
      de Pereda 9-12, Santander,
      Spain (“Santander”);

            


    

     

    
      	
              (3)

            	
              THE
      STATE OF THE NETHERLANDS (De
      Staat der Nederlanden) having its
      seat at The
      Hague,
      The Netherlands, represented by the Minister of Finance, Korte
      Voorhout 7,
      The Hague, The Netherlands (the “State”);
      and

            


    

     

    
      	
              (4)

            	
              RFS
      HOLDINGS B.V.,
      a company incorporated in the
      Netherlands (registered
      no. 34273228),
      whose registered office is at Strawinskylaan
      3105, 1077 ZX Amsterdam,
      The Netherlands (the
      “Company”).

            


    

     

    Recitals:

     

    
      	
              (A)

            	
              In
      October 2007, the
      Investors invested in
      the Company, a limited company that
      was newly incorporated
      for the purpose of
      making an
      offer to acquire the whole of the issued share capital of RBS
      Holdings (which was at the time named ABN AMRO Holding N.V.). The
      Offer was declared unconditional on 10 October 2007 and, following
      completion of the squeeze out procedure, the Company now owns 100 per
      cent. of RBS Holdings.

            


    

     

    
      	
              (B)

            	
              The
      Original CSA regulated the
      relationship between the Investors and between
      the Investors and the
      Company,
      set out the terms on which the Investors were
      willing
      to
      acquire Shares in the Company and on
      which the Investors
      and the Company
      effected
      the
      Offer, and governed the
      ongoing management of the
      Company, before and after 10 October 2007.

            


    

     

    
      	
              (C)

            	
              Since 10
      October 2007, when the Offer was declared unconditional, many of the
      Acquired Businesses have been transferred to the Investors as contemplated
      by the Original CSA. The Investors have also reached agreements in
      relation to various aspects of the assets and liabilities of the RBS
      Holdings Group, how they will be managed and how they will be shared
      between the Investors.

            


    

     

    
      	
              (D)

            	
              In
      particular, the parties have agreed that RBS shall ultimately be the sole
      owner of the Company and that RBS shall acquire its Acquired Businesses
      either by the transfer of such businesses to RBS (or a member of its
      Group), or to a third party at RBS’ discretion or by becoming the sole
      shareholder of the Company following the Final Completion
      Date.

            


    

     

    
      	
              (E)

            	
              Accordingly,
      the parties have agreed to amend and restate the Original CSA in the form
      of this Agreement to reflect the restructuring of the RBS Holdings Group
      since 10 October 2007. Therefore this Agreement regulates the relationship
      between the Investors and between the Investors and the Company, sets out
      the terms on which the remaining Acquired Businesses will be managed and
      ultimately transferred to the
Investors.

            


    

     

    
      	
              (F)

            	
              This
      Agreement also provides for certain amendments to the share capital and
      governance of the Company, such changes to take effect upon obtaining the
      requisite regulatory and other
approvals.

            


    

     

    It
is agreed as follows:

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
              1

            	
              Definitions
      and Interpretation

            


    

     

    
      	
              1.1

            	
              Definitions

            


    

     

    “ABN
AMRO Bank” means
ABN AMRO Bank N.V. (formerly named ABN AMRO II N.V.) a company incorporated in
the Netherlands (registered no. 34334259), whose registered office is at Gustav
Mahlerlaan 10, 1082 PP Amsterdam, The Netherlands);

     

    “Acquired
Business(es)” in
the case of each Investor, means the businesses which were to be or which have
been acquired directly or indirectly by that Investor or a member of its Group
pursuant to the Original CSA (unless otherwise reallocated to another Investor
with the consent of the relevant Investors), or which are to be acquired
directly or indirectly by that Investor or a member of its Group pursuant to
this Agreement, as described in Part 2 of Schedule 1, in each case including the
Acquired Business Assets relevant to that business but subject to the
Liabilities, to the extent that such Liabilities relate to such
business;

     

    “Acquired
Business Assets” in
the case of each Acquired Business, means the Business Assets of that
business;

     

    “Acquired
Business Transfers” means the transfers of Acquired Businesses
contemplated pursuant to Clause 5.1 or 5.3, but excluding any transfer of the
Assigned IP;

     

    “Acquired
Companies” in
the case of each Investor, means the members of the RBS Holdings Group which
were to be or which have been acquired by that Investor or a member of its Group
pursuant to the Original CSA (unless otherwise reallocated to another Investor
with the consent of the relevant Investors), or which are to be acquired by that
Investor or a member of its Group pursuant to this Agreement, including any
companies established within the RBS Holdings Group for the purposes of
acquiring Acquired Business Assets prior to their transfer to an Investor or a
member of the relevant Investor’s Group, and “Acquired
Company” shall mean any one of such members;

     

    “Acquired
Company Shares” means such of the shares in the Acquired Companies as are
held by any member of the RBS Holdings Group or in which any member of the RBS
Holdings Group is interested;

     

    “Adjusted
Consortium Proportions” means:

     

    
      	
               
      

            	
              (a)

            	
              with respect
      to RBS, 53.0988%; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              with respect
      to the State, 46.9012%,

            


    

     

    subject to
adjustment in the event that there is an adjustment to the Consortium
Proportions;

     

    “Affiliate”
means in relation to any person, its connected persons and any company which is
its subsidiary or holding company or another subsidiary of any such holding
company from time to time;

     

     “Articles”
means the current articles of association of the Company or, following their
adoption in accordance with Clause 4.2, the New Articles or as the articles of
association of the Company may be subsequently altered from time to time in
accordance with this Agreement, and references in this Agreement to an “Article”
shall be construed accordingly;

     

    “Assigned
IP” has the meaning given to it in Clause 5.3.6;

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    “Bank
of Spain” means Banco de Espana;

     

    “Board”
means the board of directors of the Company;

     

    “Board
Reserved Matters” means those matters listed in Schedule 3 Part
E;

     

    “Business
Assets” means, in the case of any Acquired Business or the Retained
Business, that business and the assets, rights, benefits and other property
owned by any member of the RBS Holdings Group which were exclusively or
principally used, and accounted for, by that business as at 10 October 2007
(including the goodwill attached to such business and including the shares of
each member of the RBS Holdings Group the activities of which exclusively or
principally involve the carrying on of that business) and any other assets,
rights, benefits and other property which have been exclusively or principally
used, and accounted for, by that business since 10 October 2007;

     

    “Business
Employees” means, in the case of each Acquired Business or the Retained
Business and at any particular time, those employees of members of the RBS
Holdings Group who are exclusively or principally engaged in that business at
the relevant time;

     

    “Business
Day” means a day (other than a Saturday, Sunday or a public holiday) on
which banks generally are open for business in London, Amsterdam and
Madrid;

     

    “Business
Unit” means a business unit through which the RBS Holdings Group carried
or carries on business, as described in the RBS Holdings Accounts;

     

    “Capital
Buffer” has the meaning given to it in Clause 13.4.1(i);

     

    “Challenge”
has the meaning given to it in Clause 12.1.4(i);

     

    “Cohabitation
Agreements” means the cohabitation agreements between RBS NV and ABN AMRO
Bank dated 1 April 2010 in respect of the international diamond and jewellery
business in Hong Kong and 1 April 2010 in respect of the international diamond
and jewellery business in United Arab Emirates, each of which sets out certain
principles for the management of the relevant State Acquired Business whilst it
is part of the RBS Holdings Group;

     

    “Companies
Act” means the Companies Act 2006;

     

    “Completed
Restructuring” means the transactions carried out pursuant to Clause 5
and Schedule 3 of the Original CSA prior to the date of this Agreement pursuant
to which certain State Acquired Businesses or Santander Acquired Businesses or
assets and liabilities attributable thereto have been acquired directly or
indirectly by the State or Santander, or parties nominated by them (as
applicable) and any related transactions;

     

    “Completion”
means, in the case of each transfer of all or part of an Acquired Business or
Acquired Company hereunder, Completion of that transfer pursuant to the
provisions of paragraph 4 of Schedule 1 – Part 1;

     

    “Completion
Date”
means, in respect of any Completion, the date on which such Completion takes
place, being the effective date of any Legal Demerger or, in the case of a
transfer of all or part of any Acquired Business by way of sale and purchase,
the date agreed between the parties for such completion;

     

    “Consortium
Proportions” means:

     

    
      	
               
      

            	
              (a)

            	
              with respect
      to RBS, 38.2780%;

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (b)

            	
              with respect
      to Santander, 27.9117%; and

            


    

     

    
      	
               
      

            	
              (c)

            	
              with respect
      to the State, 33.8103%.

            


    

     

    “Deed
of Accession” means a deed substantially in the form set out in Schedule
5;

     

    “Default
Interest Rate” means a rate equal to 3-month EURIBOR plus 250 basis
points;

     

    “Defaulting
Investor” has the meaning given to it in Clause 13.2.2;

     

    “Deferred
Tax Assets” means the State Deferred Tax Assets, the Santander Deferred
Tax Assets and/or the Retained Business Deferred Tax Assets;

     

    “Director”
means a director of the Company;

     

    “DNB”
means De Nederlandsche Bank (the Netherlands Central Bank);

     

    “D
Shares” means the unissued D Shares in the Company, the rights of which
are as set out in the Articles and which will be as set out in the New Articles,
which as at the date of this document are owned by the Company (having been
repurchased);

     

    “Effective
Notice” has the meaning given in Clause 3.2.1;

     

    “Encumbrance”
means a mortgage, charge, pledge, lien, option, restriction, right of first
refusal, right of pre-emption, third party right or interest, other encumbrance
or security interest of any kind or another type of agreement or arrangement
having similar effect;

     

    “EURIBOR”
means:

     

    
      	
               
      

            	
              (a)

            	
              the
      percentage rate per annum determined by the Banking Federation of the
      European Union for the relevant period;
or

            


    

     

    
      	
               
      

            	
              (b)

            	
              (if no such
      rate is available for the relevant currency or relevant period) the rate
      as supplied to the parties at their request quoted by Barclays Bank plc to
      leading banks in the European interbank
market,

            


    

     

    in either case,
calculated on a daily basis;

     

    “F
Shares” means the F Shares in the Company, the rights of which are as set
out in the Articles and which as will be set out in the New Articles, and which
as at the date of this Agreement are owned by the State;

     

    “Final
Completion Date” has the meaning given in Clause 4.3.1;

     

    “FSA”
means the Financial Services Authority;

     

    “Further
Restructuring” means Legal Separation and the transactions to be carried
out pursuant to this Agreement, including the Acquired Business Transfers, the
Retained Business Wind Down, the final transfers and the reorganisation of the
share capital of the Company pursuant to Clause 4, by virtue of which the State
shall acquire directly or indirectly the State Acquired Businesses, Santander
shall acquire directly or indirectly the Santander Acquired Businesses, RBS
shall acquire 100 per cent. ownership of the Company and therefore the RBS
Acquired Businesses, and the Retained Business shall be sold or wound down, and
any transactions ancillary thereto;

     

    “Governance
Amendments” means the amendments to the share capital of the Company, the
amendment of the Articles (by adopting the New Articles) and the changes to the
management of the Company as contemplated by Clauses 4.1, 4.2 and 7.2,
respectively;

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    “Governance
Clearances” means the anti-trust and regulatory consents, notifications
and approvals which must be obtained in connection with the Governance
Amendments, as set out in Schedule 7 ;

     

    “Group”
means, in relation to any company, its holding companies, subsidiaries and
subsidiary undertakings and subsidiaries or subsidiary undertakings of such
holding companies from time to time (but, in the case of RBS, shall exclude the
Company and its subsidiaries and subsidiary undertakings and, in the case of the
Company, shall exclude RBS and its Group, and in the case of the State, shall
mean the State, ABN AMRO Bank and its holding companies, subsidiaries and
subsidiary undertakings from time to time);

     

    “holding
company” means a holding company as defined in section 1159 of the
Companies Act;

     

    “ICC”
means the International Chamber of Commerce;

     

    “ID&J
India” has the meaning given in Clause 5.1.2(i);

     

    “ID&J
SPAs” means the substantially agreed form sale and purchase agreements
pursuant to which the State Acquired Businesses listed in Clause 5.1.2 will be
transferred to the State (or a member of its Group);

     

    “Independent
Accountants” has the meaning given in Clause 9.1;

     

    “Independent
Tax Advisers” has the meaning given in Clause 9.1;

     

    “Investor”
means any one of RBS, Santander and the State (which pursuant to the deed of
accession dated 24 December 2008 assumed the obligations of Fortis under the
Original CSA with effect as if it had been an Investor from the date of the
Original CSA) and “Investors”
means two or more of them as the context requires;

     

    “Investor
Group” means, in relation to an Investor, that Investor and the members
of its Group and “member
of an Investor Group” shall be construed accordingly;

     

    “L
Shares” means the L Shares in the Company, the rights of which are set
out in the Articles, and which will be as set out in the New Articles, which as
at the date of this Agreement are owned by RBS;

     

    “Leasing
Principles and Treatment of Property Stranded Costs Principles” means the
document agreed by the parties entitled “Leasing Principles and Treatment of
Property Stranded Costs Principles” version 12 dated 9 June 2008;

     

    “Legal
Demerger” means a division by acquisition in accordance with Article 2
and/or 25 of the Sixth Company Law Directive;

     

    “Legal
Demerger Agreement” means the agreement dated 5 February 2010 pursuant to
which, inter
alia, RBS NV agreed to transfer certain of the State Acquired Businesses
to ABN AMRO Bank;

     

    “Legal
Separation” means the transfer of ABN AMRO Bank to ABN AMRO Group N.V.
which took place on or around the date hereof in accordance with the sale and
purchase agreement between RBS Holding N.V. and ABN AMRO Group
N.V.;

     

    “Liabilities”
means losses, liabilities, costs, charges, actions, proceedings, claims,
demands, duties and obligations of every description, including fines and
penalties, whether deriving from contract, common law, statute or otherwise,
whether present or future, actual or contingent, known or unknown, ascertained
or unascertained, claimed or 

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    unclaimed, disputed
or acknowledged and whether related to contracts or other obligations which have
been wholly or partly completed or performed and whether owed or incurred
severally or jointly and whether owed as principal or surety and, in each case,
whether incurred before or after Completion (including, without limitation,
accrued tax liabilities and regulatory fines);

     

    “LIBOR”
means:

     

    
      	
               
      

            	
              (a)

            	
              the British
      Bankers Association Interest Settlement Rate for Sterling and for a period
      most closely approximating the period for which a LIBOR rate is required
      displayed on the appropriate page of the Telerate screen, provided that if
      such page is replaced or the Telerate service ceases to be available, the
      parties may agree another page or service displaying the appropriate rate;
      or

            


    

     

    
      	
               
      

            	
              (b)

            	
              (if no such
      rate is available for the relevant currency or relevant period) the rate
      as supplied to the parties at their request quoted by Barclays Bank plc to
      leading banks in the London interbank
market;

            


    

     

    “Litigation
Management Agreement” means the agreement dated 5 February 2010 between
RBS, Santander, the State, RBS Holdings, RBS NV, ABN AMRO Bank and the Company
relating to, inter
alia, how litigation pertaining to the RBS Holdings Group will be
managed;

     

    “Minimum
Equity Ratio” has the meaning given to it in Clause
13.4.1(i);

     

    “Minimum
Funding Requirement” has the meaning given to it in Clause
13.4.1(iii);

     

    “Minimum
Ratios” has the meaning given to it in Clause 13.4.1;

     

    “Net
Funding Shortfall” has the meaning given to it in Clause
13.2.4;

     

    “Net
Funding Surplus” has the meaning given to it in Clause
13.2.5;;

     

    “New
Articles” means the articles of association of the Company proposed to be
adopted in accordance with Clause 4.2;

     

    “New
Company” means the Company and any company formed as part of or pursuant
to the Acquired Business Transfers or the Retained Business Wind Down or (where
the context requires) as part of or pursuant to the Completed
Restructuring;

     

    “New
Shareholder” has the meaning given to it in Clause 14.1;

     

    “Non
Defaulting Investors” has the meaning given to it in Clause
13.2.2;

     

    “O
Shares” means the O Shares in the capital of the Company, the rights of
which are as set out in the Articles and which will be as set out in the New
Articles, and which as at the date of this Agreement are owned by RBS, the State
and Santander in the Consortium Proportions;

     

    “Offer”
means the offer which was made by the Company for all of the issued and to be
issued shares in the capital of RBS Holdings (which at the time was named ABN
AMRO Holding N.V.) as contemplated by the Original CSA;

     

    “Original
CSA” means the consortium and shareholders’ agreement originally dated 27
May 2007 (as supplemented and amended by the supplemental consortium and
shareholders’ agreement dated 17 September 2007, the amendment agreement dated
26

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    August 2008 and the
deed of accession dated 24 December 2008) which has been amended and restated by
this Agreement;

     

    “Overfunded
Business” has the meaning given to it in Clause 13.6.1;

     

    “Paraguayan
Escrow Amount” means the US$753,891.98 currently held in an escrow
account with HSBC in the name of RBS NV and which relates to the sale of the
Paraguayan branch of RBS NV to Banco Regional S.A.;

     

    “Paraguayan
Tax Amounts” means any amounts which are received by RBS NV in respect of
tax credits sold to Banco Regional S.A. as purchaser of the RBS NV Paraguayan
branch;

     

    “Permitted
Disclosure” means any disclosure set out in Schedule
6;

     

    “Proceeding”
means any proceeding, suit or action arising out of or in connection with this
Agreement or any other Transaction Document;

     

    “Purchaser”
means an Investor or any member of an Investor Group which that Investor
nominates to be the company which is to acquire all or any part of any Acquired
Business to be acquired pursuant to this Agreement by such Investor (or a member
of its Group);

     

    “R
Shares” means the R Shares in the capital of the Company, the rights of
which are set out in the Articles and will be as set out in the New Articles,
and which owned by RBS;

     

    “RBI”
has the meaning given to it in Clause 5.3.3(i);

     

    “RBS
Acquired Businesses” means
the Acquired Businesses, as set out in Part 2 of Schedule 1 which (i) have prior
to the date of this Agreement been acquired by RBS, a member of its Group or a
third party; (ii) RBS, a member of its Group or a third party will directly or
indirectly acquire, or (iii) RBS will indirectly own through its ownership of
the Company;

     

    “RBS
Acquired Companies” means
the companies forming part of the RBS Acquired Business which RBS or a member of
its Group (i) has acquired; (ii) has sold to a third party (including any
sale by the RBS Holdings Group on behalf of RBS); (iii) will acquire
directly or indirectly hereunder, or (iv) will indirectly acquire through its
100 per cent. ownership of the Company;

     

    “RBS
Holdings” means RBS Holdings N.V. (formerly named ABN AMRO Holding
N.V.);

     

    “RBS
Holdings Accounts” means the audited consolidated accounts of the RBS
Holdings Group for the year ended 31 December 2006;

     

    “RBS
Holdings Combined Group” means the RBS Holdings Group and any former
subsidiaries or subsidiary undertakings of RBS Holdings which have been
transferred directly or indirectly to the State or Santander pursuant to the
Completed Restructuring and “RBS Holdings Combined Group Company” shall be
construed accordingly;

     

    “RBS
Holdings Group” means
RBS Holdings and its subsidiaries and subsidiary undertakings and “RBS
Holdings Group Company” shall be construed accordingly;

     

    “RBS
NV” means The Royal Bank of Scotland N.V. (formerly ABN AMRO Bank
N.V.);

     

    “Regulators”
means DNB, Bank of Spain, FSA and any other central bank or regulatory authority
having the responsibility for regulatory oversight over any member of the RBS
Holdings Group or an Investor;

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    “Residual
Acquired Business” means any State Acquired Business or Santander
Acquired Business which is part of the RBS Holdings Group as at 30 June
2011;

     

    “Retained
Business” means,
as described in Part 3 of Schedule 1, the assets and Liabilities of RBS Holdings
and each member of the RBS Holdings Group other than the assets and Liabilities
which form part of the Acquired Businesses, including shares in the members of
the Retained Group, but subject to such Liabilities as relate to such assets or
undertakings;

     

    “Retained
Business Blue Book” means
the monthly management financial information that is provided by RBS NV to
Investors and relating to the Retained Business, to be provided in the form as
provided for the month ended 28 February 2010 unless otherwise agreed by each of
the Retained Business Representatives;

     

    “Retained
Business Deferred Tax Assets” means Tax Reliefs within Clause 5.3 and 5.4
of the Separation Tax Agreement which have been agreed by the parties as forming
part of the Retained Business;

     

    “Retained
Business Net Funding Shortfall Proportion” has the meaning given to it in
Clause 13.2.4;

     

    “Retained
Business Tier 2 Shortfall Proportion” has the meaning given to it in
Clause 13.2.3;

     

    “Retained
Business Representatives” means the persons nominated pursuant to
paragraph 14.1 of Schedule 2;

     

    “Retained
Business Wind Down” means the process of selling, winding down or
liquidating all of the assets forming part of the Retained Business, the
reduction of any unallocated costs forming part of the Retained Business to zero
and the full satisfaction of all Liabilities forming part of the Retained
Business, each as contemplated by Schedule 2;

     

    “Retained
Group” means
the RBS Holdings Group, excluding the Acquired Companies;

     

    “S
Shares” means the S Shares in the capital of the Company, the rights of
which are as set out in the Articles and which will be as set out in the New
Articles, and which as at the date of this Agreement are owned by
Santander;

     

    “Santander
Acquired Businesses” means
the Acquired Businesses, as set out in Part 2 of Schedule 1, which (i) have
prior to the date of this Agreement been acquired by Santander, a member of its
Group or a third party; or (ii) Santander, a member of its Group will acquire
directly or indirectly hereunder;

     

    “Santander
Acquired Companies” means
the companies forming part of the Santander Acquired Business which Santander or
a member of its Group (i) has acquired; (ii) has sold to a third party
(including any sale by the RBS Holdings Group on behalf of Santander); or
(iii) will directly or indirectly acquire hereunder;

     

    “Santander
Deferred Tax Assets” means Tax Reliefs in respect of Dutch corporate
income tax within Clause 5.3 of the Separation Tax Agreement which have been
agreed by the parties as forming part of the Santander Acquired
Businesses;

     

    “SEC”
means the US Securities and Exchange Commission;

     

    “Separation
Tax Agreement” means the tax agreement dated on or around the date hereof
between RBS, Santander, the State, the Company, RBS Holdings, RBS NV
and

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    ABN AMRO Bank
relating to the allocation of certain tax liabilities related to the Dutch
businesses and certain other matters in relation thereto;

     

    “Shareholder”
means a holder of Shares from time to time;

     

    “Shares”
means the F Shares, R Shares, S Shares, O Shares, L Shares and/or D Shares, as
the context may require;

     

    “Solution
Agreement” means the solution agreement between ABN AMRO Bank and RBS NV
dated 29 March 2010;

     

    “State
Acquired Businesses” means the Acquired Businesses, as set out in Part 2
of Schedule 1, which (i) have prior to the date of this Agreement been acquired
by the State, a member of its Group or a third party; or (ii) the State, a
member of its Group will acquire directly or indirectly hereunder;

     

    “State
Acquired Companies” means the companies forming part of the State
Acquired Business which the State or a member of its Group (i) has
acquired; (ii) has sold to a third party (including any sale by the RBS Holdings
Group on behalf of the State); or (iii) will acquire directly or indirectly
hereunder, ;

     

    “State
Deferred Tax Assets” means Tax Reliefs in respect of Dutch corporate
income tax within Clause 5.4 of the Separation Tax Agreement which have been
agreed by the parties as forming part of the State Acquired Businesses and Tax
Reliefs in respect of any Tax in any other jurisdiction which are agreed between
RBS and the State as forming part of the State Acquired Businesses;

     

    “subsidiary”
means a subsidiary as defined in section 1159 of the Companies Act;

     

    “subsidiary
undertaking” means a subsidiary undertaking as defined in section 1162 of
the Companies Act;

     

    “Super
Board Majority” means in respect of a meeting of the Board or a committee
of the Board held prior to the date of the Effective Notice, a decision agreed
by at least one Director appointed by RBS, one Director appointed by Santander
and one Director appointed by the State;

     

    “Support”
has the meaning given to it in Clause 13.4.1;

     

    “Support
Notification” has the meaning given to it in Clause 13.4.2;

     

    “Taxation”
or “Tax”
means all forms of taxation whether direct or indirect and whether levied by
reference to income, profits, gains, net wealth, asset values, turnover, added
value or other reference and statutory, governmental, state, provincial, local
governmental or municipal impositions, duties, contributions, rates and levies
(including without limitation social security contributions and any other
payroll taxes), whenever and wherever imposed (whether imposed by way of a
withholding or deduction for or on account of tax or otherwise) and in respect
of any person and all penalties, charges, costs and interest relating
thereto;

     

    “Tax
Agreements” means the Separation Tax Agreement, the Tax Segregation
Agreement and the other agreements relating to Tax entered into or to be entered
into as referred to in Schedule 1 Part 9 some of which agreements may contain
provisions relating to the Tax affairs of State Acquired Businesses which remain
part of the RBS Holdings Group following the date of this
Agreement;

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    “Tax
Audit” means any audit or investigation of a similar nature carried out
by a Tax Authority;

     

    “Tax
Authority” means any taxing or other authority competent to impose any
liability in respect of Tax or responsible for the administration and/or
collection of Tax or enforcement of any law in relation to
Taxation;

     

    “Tax
Correspondence” means computations and returns relating to Taxation,
claims, elections, surrenders, disclaimers, notices and consents for Taxation
purposes and any correspondence with any Tax authority in relation
thereto;

     

    “Tax
Dispute” means any contention by a Tax authority (including by way of the
issuance of any assessment or correspondence) that a liability to Tax may arise
or that a Tax Relief may not be available;

     

    “Tax
Documents” means claims, elections, surrenders, disclosures, notices and
consents for Tax purposes;

     

    “Tax
Relief” includes any relief, loss, allowance, exemption, set-off,
deduction or credit in computing or against profits or Taxation and any right to
repayment of Taxation;

     

    “Tax
Returns” means computations, returns and documents of a similar nature
relating to any Tax;

     

    “Tax
Segregation Agreement” means the tax agreement dated on or around the
date hereof between RBS, the State, ABN AMRO Bank, RBS NV, RBS Holdings and the
Company relating to the allocation of certain tax assets and liabilities related
to the segregation of the Dutch businesses and certain other matters in relation
thereto;

     

    “Tier
2 Shortfall” has the meaning given to it in Clause 13.2.3;

     

    “Total
Capital Ratio” has the meaning given to it in Clause 13.2.3;

     

    “Transaction”
means the Governance Amendments, the Acquired Business Transfers and the
Retained Business Wind Down pursuant to this Agreement;

     

    “Transaction
Documents” means this Agreement, the Articles, the Tax Agreements, the
Trade Mark Licenses, the Legal Demerger Agreement, the Litigation Management
Agreement, the ID&J SPAs, the Cohabitation Agreements and any other
agreements entered into pursuant to such Agreements;

     

    “Transitional
Plan” means the plan ordered by the Managing Board of RBS NV for (i) the
reorganisation of the RBS Holdings Group to achieve the allocation of businesses
as intended by the Investors, (ii) the Acquired Business Transfers and (iii) the
Retained Business Wind Down;

     

    “Transfer”
means, in relation to any share, loan note or other security or any legal or
beneficial interest in any share, to:

     

    
      	
               
      

            	
              (a)

            	
              sell, assign,
      transfer or otherwise dispose of
it;

            


    

     

    
      	
               
      

            	
              (b)

            	
              create or
      permit to subsist any Encumbrance over
it;

            


    

     

    
      	
               
      

            	
              (c)

            	
              direct (by
      way of renunciation or otherwise) that another person should, or assign
      any right to, receive it;

            


    

     

    
      	
               
      

            	
              (d)

            	
              enter into
      any agreement in respect of the votes or any other rights attached to the
      share other than by way of proxy for a particular shareholder meeting;
      or

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (e)

            	
              agree,
      whether or not subject to any condition precedent or subsequent, to do any
      of the foregoing,

            


    

     

    and “Transferred”,
“Transferor”
and “Transferee”
shall be construed accordingly;

     

    “Transfer
Conditions”
means the conditions set out in paragraph 1 of Part 1 of Schedule 1, being the
conditions precedent to the Acquired Business Transfers;

     

    “Transfer
Taxes” means stamp duties and taxes, stamp duty reserve tax, real estate
transfer taxes, registration duties and taxes and duties of a similar nature
payable in respect of a direct or indirect transfer of assets or
shares;

     

    “Undercapitalised
or Underfunded Business” has the meaning given to it in Clause
13.4.1;

     

    “Valuation
Range” means the range for the fair market value of a business as
determined in accordance with paragraph 13 of Schedule 2;

     

    “Valuer”
has the meaning given to it in paragraph 13 of Schedule 2;

     

    “VAT” means
within the European Community such tax as may be levied in accordance with (but
subject to derogations from) the Directive 2006/112/EC and outside the European
Community any tax levied by reference to added value or sales;

     

    “Wider
RBS Group” means, in relation to RBS, its holding companies, subsidiaries
and subsidiary undertakings and subsidiaries or subsidiary undertakings of such
holding companies from time to time; and

     

    “Wrong
Box Asset or Liability” means a Business Asset or Liability which is
indentified in accordance with paragraph 7.3 of Part 1 of Schedule 1 by the
parties at any time following the date of this Agreement but prior to 30 June
2011 as being owned by a member of the Retained Group but which is an asset or
liability which is exclusively or principally used, and accounted for, by an
Acquired Business (and accordingly should be an Acquired Business Asset) or
which is so indentified as being owned by an Acquired Company acquired or to be
acquired by one Investor but which is exclusively or principally used, and
accounted for, by an Acquired Business of another Investor or by the Retained
Business (and accordingly should be an asset of such Acquired Business or the
Retained Business as the case may be) or which is newly identified and which
prior to its identification had never been allocated to or accounted for by an
Acquired Business or the Retained Business.

     

    
      	
              1.2

            	
              Interpretation

            


    

     

    In this Agreement,
save where the context otherwise requires:

     

    
      	
               
      

            	
              1.2.1

            	
              the singular
      includes the plural and vice versa and reference to any gender includes a
      reference to all other genders;

            


    

     

    
      	
               
      

            	
              1.2.2

            	
              headings and
      the use of bold typeface shall be
ignored;

            


    

     

    
      	
               
      

            	
              1.2.3

            	
              references to
      any enactment shall include references to such enactment as it may, after
      the date of this Agreement, from time to time be amended, supplemented or
      re-enacted save where any amendment or modification to such enactment
      increases any liability under this Agreement or imposes obligations which
      are additional hereto;

            


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              1.2.4

            	
              unless
      otherwise expressly provided, expressions defined in the Companies Act
      have the meanings there given to
them;

            


    

     

    
      	
               
      

            	
              1.2.5

            	
              a reference
      to a “party” is to a party to this Agreement for the time being and a
      reference to the “parties” is, unless otherwise stated to the contrary, a
      reference to all parties to this Agreement for the time
    being;

            


    

     

    
      	
               
      

            	
              1.2.6

            	
              “including”
      and similar expressions are not to be construed as words of
      limitation;

            


    

     

    
      	
               
      

            	
              1.2.7

            	
              references to
      times of the day are to London time (unless otherwise
      specified);

            


    

     

    
      	
               
      

            	
              1.2.8

            	
              a person
      shall be deemed to be connected with another if that person is connected
      with another within the meaning of Section 839 ICTA
  1988;

            


    

     

    
      	
               
      

            	
              1.2.9

            	
              if a period
      of time is specified as from a given day, or from the day of an act or
      event, it shall be calculated exclusive of that
  day;

            


    

     

    
      	
               
      

            	
              1.2.10

            	
              any English
      legal term for any action, remedy, method of judicial proceeding, legal
      document, legal status, court, official or any legal concept or thing
      shall in respect of any jurisdiction other than England be deemed to
      include what most nearly approximates in that jurisdiction to the English
      legal term and a reference to any English statute shall be construed so as
      to include equivalent or analogous laws of any other
      jurisdiction;

            


    

     

    
      	
               
      

            	
              1.2.11

            	
              a specific
      Transaction Document is a reference to that document as amended, varied,
      novated, supplemented or replaced from time to time (other than in breach
      of the provisions of this Agreement) or the relevant Transaction
      Document;

            


    

     

    
      	
               
      

            	
              1.2.12

            	
              a document in
      the “agreed form” is a reference to a document in a form approved and for
      the purposes of identification initialled by or on behalf of the Investors
      and the Company;

            


    

     

    
      	
               
      

            	
              1.2.13

            	
              in this
      Agreement, the terms “Group”, “holding company” and other terms of similar
      import, when used in connection with the State, shall be construed as if
      the State were a company;

            


    

     

    
      	
               
      

            	
              1.2.14

            	
              for the
      purposes of this Agreement, De Nederlandsche Bank and the Dutch tax
      authorities do not form part of the State. Accordingly, obligations
      assumed by the State in this Agreement are not also assumed by De
      Nederlandsche Bank and/or the Dutch tax authorities. In addition, where
      the State undertakes a procurement obligation, such obligation does not
      imply a requirement to cause De Nederlandsche Bank or the Dutch tax
      authorities to take, or omit to take, any particular action, and requires
      the State to use only its powers as shareholder in the Company and not its
      legislative or other powers; and

            


    

     

    
      	
               
      

            	
              1.2.15

            	
              any reference
      in this Agreement to RBS as an Investor acquiring an RBS Acquired Business
      shall include RBS acquiring ownership of that Acquired Business by
      becoming the sole shareholder of the Company as contemplated by Clause
      4.

            


    

     

    
      	
              1.3

            	
              The
      Schedules are part of this Agreement and shall have effect accordingly,
      and terms defined therein and not in the main body of this Agreement shall
      have the meanings given to them in such
  Schedules.

            


    

     

    
      	
              1.4

            	
              References
      to this Agreement are to this Agreement as varied or supplemented from
      time to time.

            


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      	
              2

            	
              Restatement

            


    

     

    This Agreement
amends and restates the Original CSA with effect from the date hereof in
accordance with the terms of this Agreement. Unless otherwise stated herein, the
amendment and restatement of the Original CSA shall be without prejudice to any
rights or obligations accrued or incurred by any of the parties prior to the
date of this Agreement.

     

     

    
      	
              3

            	
              Conditions
      and Effectiveness

            


    

     

    
      	
              3.1

            	
              Regulatory
      Approvals for Governance Amendments

            


    

     

    The parties shall
cooperate and consult together to the extent necessary in seeking the Governance
Clearances and shall use their respective reasonable endeavours to ensure that
the Governance Clearances are obtained and/or made so as to enable the
Governance Amendments to be implemented as soon as reasonably practicable
following the date of this Agreement. In such connection, each of the Investors
will:

     

    
      	
               
      

            	
              3.1.1

            	
              promptly
      provide each other Investor and the Company with such information (which
      shall be complete and accurate in all material respects) as is required to
      complete any application for a Governance Clearance or to make any
      necessary filing in connection with the Governance Amendments (such
      information to be provided on a confidential basis and on a lawyer to
      lawyer basis if necessary);

            


    

     

    
      	
               
      

            	
              3.1.2

            	
              ensure by
      sharing required information that all applications for Governance
      Clearances and all necessary filings are made on a consistent
      basis;

            


    

     

    
      	
               
      

            	
              3.1.3

            	
              cooperate in
      responding to any enquiries made by any relevant government, anti-trust,
      tax or regulatory authority or any relevant stock exchange or listing
      authority, in particular so as to ensure that such responses are made on a
      consistent basis; and

            


    

     

    
      	
               
      

            	
              3.1.4

            	
              notify the
      other Investors and the Company as soon each Governance Clearance is
      obtained.

            


    

     

    No Investor shall
be required to share or otherwise provide information to the other Investors
that it reasonably believes is competitively sensitive or proprietary but such
information shall if relevant for any Governance Clearance be supplied to the
relevant authority on a confidential basis.

     

    The parties agree
that RBS shall be responsible for managing the process of seeking the Governance
Clearances and that all costs incurred in relation to obtaining the Governance
Clearances shall be borne by the Company and shall be borne indirectly by the
Investors in the Consortium Proportions.

     

    
      	
              3.2

            	
              Notification
      of all Governance Clearances

            


    

     

    
      	
               
      

            	
              3.2.1

            	
              Immediately
      following receipt of all Governance Clearances set out in Part A of
      Schedule 7, RBS shall be entitled to serve written notice on the other
      Investors and the Company that all necessary Governance Clearances have
      been received (or waived in accordance with Clause 3.2.2) (the “Effective
      Notice”) and the Governance Amendments shall take effect with
      effect from the date of such
notice.

            


    

     

    
      	
               
      

            	
              3.2.2

            	
              If each of
      the Investors agrees, any Governance Clearance that is required as a
      condition to implementing the Governance Amendments may be waived by the
      Investors.

            


    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    
      	
              4

            	
              Share
      Capital of the Company

            


    

     

    
      	
              4.1

            	
              Initial
      alterations of the share capital of the
    Company

            


    

     

    
      	
               
      

            	
              4.1.1

            	
              The parties
      agree that, conditional only on the issue of the Effective Notice in
      accordance with Clause 3.2.1, their intention is to amend and reduce the
      share capital of the Company such
that:

            


    

     

    
      	
               
      

            	
              (i)

            	
              Santander
      owns 100 S Shares;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the State
      owns 100 F Shares;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              the number of
      O Shares in issue is the minimum required to ensure that the Investors
      hold the O Shares in the Consortium Proportions;
  and

            


    

     

    
      	
               
      

            	
              (iv)

            	
              the L Shares
      are reclassified as R Shares.

            


    

     

    
      	
               
      

            	
              4.1.2

            	
              The parties
      agree that RBS will continue to own the R
  Shares.

            


    

     

    
      	
               
      

            	
              4.1.3

            	
              To achieve
      the objective set out in Clause 4.1.1, each of the Investors and the
      Company severally agree to take such actions and execute such documents as
      are reasonably necessary to cancel such number of F Shares and S Shares as
      would result in Santander owning 100 S Shares and the State owning 100 F
      Shares and such number of O Shares such that the remaining number of O
      Shares in issue would be the minimum required to ensure that the Investors
      hold O Shares in the Consortium Proportions, including without
      limitation:

            


    

     

    
      	
               
      

            	
              (i)

            	
              passing a
      resolution of the Shareholders to cancel all the F Shares save for 100 F
      Shares and all the S Shares save for 100 S
  Shares;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              passing a
      resolution of the holders of the F Shares approving the proposed
      cancellation of the F Shares as contemplated by Clause 4.1.1(ii)
      above;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              passing a
      resolution of the holders of the S Shares approving the proposed
      cancellation of the S Shares as contemplated by Clause 4.1.1(i)
      above;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              passing a
      resolution of the Shareholders to cancel such number of the O Shares such
      that, following the cancellation, RBS will hold 382,780 O Shares,
      Santander will hold 279,117 O Shares and the State will hold 338,103 O
      Shares;

            


    

     

    
      	
               
      

            	
              (v)

            	
              passing a
      resolution of the holders of the O Shares approving the proposed
      cancellation of the O Shares as contemplated by Clause 4.1.1(iii)
      above;

            


    

     

    
      	
               
      

            	
              (vi)

            	
              passing a
      resolution of the shareholders to adopt the New Articles, including a
      re-classification of the L Shares as R
Shares;

            


    

     

    
      	
               
      

            	
              (vii)

            	
              filing each
      of the resolutions referred to in (i) to (vi) above with the Dutch Trade
      Register, to the extent required under Dutch law;
  and

            


    

     

    
      	
               
      

            	
              (viii)

            	
              announcing
      the proposed cancellations of F Shares, S Shares and O Shares in a Dutch
      national newspaper.

            


    

     

    
      	
               
      

            	
              4.1.4

            	
              For the
      avoidance of doubt, the parties hereby confirm that Santander is and
      remains entitled to the contribution of EUR138,345,000 effected by
      Santander on or around 31 March 2010 - as share premium O and in payment
      of the nominal value of EUR 0.01 of one new O share issued to Santander -
      in order to maintain the minimum equity that Santander is required to
      leave in RBS NV to fund (its part

            


    

    
       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                 

              	
                of) the
      Retained Business. Such part of this amount will not be repaid to
      Santander upon the cancellation of a number of its O shares referred to in
      this Clause as is, at the time of such cancellation, required for funding
      of Santander’s part of the Retained Business. To the extent required and
      unless otherwise agreed, RBS and the State waive any rights to (the amount
      of) such contribution for the purposes of this Clause
  4.1.

              


      

       

    

    
      	
               
      

            	
              4.1.5

            	
              The Investors
      and the Company agree that any resolutions passed pursuant to Clause 4.1.3
      shall be conditional upon obtaining the Governance Clearances set out in
      Part A of Schedule 7 and that any cancellation proposed pursuant to Clause
      4.1.3 shall not become effective until the New Articles become
      effective.

            


    

     

    
      	
              4.2

            	
              Adoption
      of the New Articles

            


    

     

    
      	
               
      

            	
              4.2.1

            	
              Following the
      date of this Agreement the parties shall negotiate in good faith and use
      all reasonable endeavours to agree the form of the New Articles such that
      they reflect the terms of this
Agreement.

            


    

     

    
      	
               
      

            	
              4.2.2

            	
              The parties
      agree that the New Articles shall be substantially the same as the
      Articles save for any amendments as are necessary to reflect the terms of
      this Agreement, in particular Clauses 4 and 7. The parties agree that
      Santander and the State shall under the New Articles continue to have
      rights afforded to them pursuant to article 27.3 of the
      Articles.

            


    

     

    
      	
               
      

            	
              4.2.3

            	
              The Investors
      shall procure that all Shareholders adopt a written resolution to amend
      the Articles and execute a deed of amendment of the Articles before a
      Dutch civil law notary, implementing the agreed form of the New Articles
      conditional only upon RBS serving the Effective Notice. Such written
      resolution shall include a power of attorney to employees of that Dutch
      civil law notary to have the deed of amendment of the New Articles
      executed. On the date that Effective Notice is served, the Investors shall
      take such action (including filing any documents with the Dutch Trade
      Register) as is necessary to give effect to the New
    Articles.

            


    

     

    
      	
              4.3

            	
              Subsequent
      alterations of the share capital of the
Company

            


    

     

    
      	
               
      

            	
              4.3.1

            	
              The Investors
      have agreed that, as soon as reasonably practicable following completion
      of the Acquired Business Transfers (excluding any transfer or use of or
      payment for any Deferred Tax Assets) and the Retained Business Wind Down
      (excluding any transfer or use of or payment for any Retained Business
      Deferred Tax Assets) (the “Final
      Completion Date”), RBS will become the sole owner of the Company,
      RBS Holdings and RBS NV.

            


    

     

    
      	
               
      

            	
              4.3.2

            	
              Accordingly,
      and subject to applicable law and regulation (including obtaining all
      necessary anti-trust and regulatory approvals), the parties agree as soon
      as reasonably practicable following the Final Completion Date to take such
      actions and execute such documents as are necessary
  to:

            


    

     

    
      	
               
      

            	
              (i)

            	
              cancel or
      have the Company repurchase or to transfer the S Shares, the F Shares and
      the O Shares; or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              otherwise
      ensure that RBS is the sole shareholder of the
  Company,

            


    

     

    provided that
(i) if O Shares are repurchased or cancelled, each Investor shall have its
Consortium Proportion of O Shares cancelled or repurchased and (ii) the
parties shall negotiate in good faith to agree a process which is as efficient
for all parties

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    and the RBS
Holdings Group as is reasonably practicable from a Tax, regulatory, financial
and timing perspective, taking into account (in the case of Tax) the principles
in Part 9 of Schedule 1. If agreement cannot be reached under this Clause 4.3.2,
the matter shall be resolved by the respective Chief Financial Officers of the
Investors (which shall be the Minister of Finance in the case of the State) (or
such persons as they each may nominate).

     

    
      	
               
      

            	
              4.3.3

            	
              Notwithstanding
      Clause 4.3.2, the parties agree that if prior to the Final Completion
      Date:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the State
      Acquired Businesses (excluding for this purpose any State Deferred Tax
      Assets) have been transferred in accordance with this Agreement, if so
      requested by RBS and subject to any anti-trust or other regulatory
      approvals, as soon as reasonably practicable after such transfer the
      parties shall take such steps as are necessary to remove the F Shares from
      the capital of the Company, by cancellation or otherwise, or to transfer
      for nil consideration such Shares to the Company or
  RBS;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the Santander
      Acquired Businesses have been transferred in accordance with this
      Agreement, if so requested by RBS and subject to any anti-trust or other
      regulatory approvals, as soon as reasonably practicable after such
      transfer the parties shall take such steps as are necessary to remove the
      S Shares from the capital of the Company, by cancellation or otherwise, or
      to transfer for nil consideration such Shares to the Company or RBS;
      or

            


    

     

    
      	
               
      

            	
              (iii)

            	
              the Retained
      Business Wind Down has been completed (excluding for this purpose any use
      or transfer of or payment for any Retained Business Deferred Tax Assets),
      if so requested by RBS and subject to any anti-trust or other regulatory
      approvals, as soon as reasonably practicable after such completion the
      parties shall take such steps as are necessary to remove the O Shares from
      the capital of the Company, by cancellation or otherwise, or to transfer
      for nil consideration such Shares to the Company or
  RBS.

            


    

     

    
      	
               
      

            	
              4.3.4

            	
              Without
      prejudice to Clause 5.3.1 and paragraphs 10.1.1 and 10.2 of Schedule 2,
      the cancellation or repurchase of the S Shares, F Shares and O Shares or
      the removal of such Shares from the capital of the Company as referred to
      in Clauses 4.3.2 and 4.3.3 shall be effected for no consideration or, to
      the extent applicable, for no consideration other than for any amounts due
      to the relevant holders of such Shares in respect of their entitlement to
      any part of the State Acquired Business, the Santander Acquired Business
      or the Retained Business and taking into account Clause
    4.1.4.

            


    

     

    
      	
               
      

            	
              4.3.5

            	
              The
      cancellation or repurchase of S Shares, F Shares and O Shares or the
      removal of such Shares from the capital of the Company as referred to in
      Clauses 4.3.2 and 4.3.3 shall be without prejudice to Clause
      5.3.5.

            


    

     

    
      	
              4.4

            	
              No
      Opposition 

            


    

     

    Each of the
Investors severally undertakes that it shall not exercise its rights as a
shareholder or creditor of the Company or through its nominee directors of the
Company to prevent any Investor or the Company from exercising its rights to
enforce the obligations of the Investors and/or the Company to alter the share
capital of the Company as set out in this Agreement. Notwithstanding any other
provision of this Agreement or any agreement

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    or document to be
entered into in connection with it, the parties agree that: (i) upon RBS issuing
the Effective Notice in accordance with Clause 3.2.1 their respective
obligations under Clauses 4.1 and 4.2 shall be unconditional and irrevocable;
and (ii) from the Final Completion Date their respective obligations under
Clause 4.3 shall be unconditional (subject to any anti-trust, regulatory or
other approvals that are required) and irrevocable.

     

     

    
      	
              5

            	
              Acquired
      Business Transfers

            


    

     

    
      	
              5.1

            	
              Acquired
      Business Transfers Terms and
Intentions

            


    

     

    
      	
               
      

            	
              5.1.1

            	
              This Clause 5
      and Schedule 1 set out the principles and terms on which those Acquired
      Businesses which have not already been transferred to the relevant
      Investor are proposed to be acquired from the RBS Holdings Group directly
      or indirectly by Santander and the State or members of their respective
      Groups. The parties acknowledge that the overriding principle of this
      Agreement and the basis on which the shareholdings in the Company of each
      Investor have been determined is that each Investor shall acquire the
      assets and Liabilities attributable to its Acquired Businesses as
      described in Part 2 of Schedule 1. The provisions of this Agreement shall
      be construed in accordance with this overriding
  principle.

            


    

     

    
      	
               
      

            	
              5.1.2

            	
              The parties
      agree that as of the date of this Agreement the following businesses have
      been identified as State Acquired Businesses which shall transfer to ABN
      AMRO (as the entity nominated by the State to be the transferee of the
      relevant State Acquired Businesses) in accordance with this Agreement and
      the ID&J SPAs (provided that where there is an inconsistency between
      this Agreement and the relevant ID&J SPA, the relevant ID&J SPA
      shall prevail) as soon as reasonably practicable following the date of
      this Agreement, taking into account the intention to maximise the
      efficiency of the Acquired Business Transfers from a Tax, regulatory,
      human resources, financial and operational point of view, while minimising
      the impact on any other Investor or its Acquired Business or the Retained
      Group, as well as with the aim to maximise so far as reasonably
      practicable value to each Investor and its
  shareholders:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      international diamond and jewellery business in India which forms part of
      BU Private Clients (“ID&J
      India”);

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      international diamond and jewellery business in Hong Kong which forms part
      of BU Private Clients;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              the
      international diamond and jewellery business in Japan which forms part of
      BU Private Clients; and

            


    

     

    
      	
               
      

            	
              (iv)

            	
              the
      international diamond and jewellery business in United Arab Emirates which
      forms part of BU Private Clients.

            


    

     

    
      	
               
      

            	
              5.1.3

            	
              In addition
      to those assets and liabilities set out at clause 5.1.2, the parties have
      agreed that the assets and liabilities set out in Schedule 8 are assets
      and liabilities forming part of the State Acquired Business. The parties
      have agreed that in relation to each of these assets and liabilities the
      actions set out in Schedule 8 shall be taken with a view to transferring
      such assets and liabilities to the State (or a member of its Group) prior
      to 30 June 2011 and that the assets and liabilities shall remain within
      RBS NV until the relevant Completion on the basis set out in Schedule 8.
      The parties have also agreed that if such transfers do not take
      place

            


    

    
       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                 

              	
                prior to 30
      June 2011, the actions set out in column 5 of Schedule 8 shall be taken in
      relation to such assets and liabilities. The parties agree that as at the
      date of this Agreement the assets of the RBS Holdings Group which have
      been identified as assets forming part of the State Acquired Businesses
      include the State Deferred Tax Assets. The parties acknowledge that ABN
      AMRO Bank shall receive payments in respect thereof in accordance with
      Clause 5 of the Separation Tax Agreement (or the equivalent provisions of
      any other applicable Tax Agreement in the case of Tax Reliefs other than
      Tax Reliefs in respect of Dutch corporate income
  tax).

              


      

       

    

    
      	
               
      

            	
              5.1.4

            	
              Subject to
      5.1.2, pursuant to the Legal Demerger Agreement, RBS NV, ABN AMRO Bank and
      RBS Holdings have agreed that certain specified State Acquired Businesses
      (referred to in the Legal Demerger Agreement as the “Identified
      Non-Transferring Assets and Liabilities”) will transfer to ABN AMRO Bank
      in accordance with Clause 5.9 of the Legal Demerger Agreement. Such
      transfers will take place in accordance in with the terms of the Legal
      Demerger Agreement and the principles set out in this Agreement (in
      particular this Clause 5 and Schedule 1), provided that prior to 30 June
      2011 to the extent that there is any inconsistency between the terms of
      this Agreement and the Legal Demerger Agreement, the terms of the Legal
      Demerger Agreement shall prevail.

            


    

     

    
      	
               
      

            	
              5.1.5

            	
              The parties
      agree that as of the date of this Agreement the following assets of RBS
      Holding Group have been identified as assets forming part of the Santander
      Acquired Businesses:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the Santander
      Deferred Tax Assets, in respect of which the parties acknowledge Santander
      shall receive payment in accordance with Clause 5 of the Separation Tax
      Agreement;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      Paraguayan Escrow Amount; and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              the
      Paraguayan Tax Amounts.

            


    

     

    
      	
               
      

            	
              5.1.6

            	
              The parties
      agree that the client relationship and loans made to Amsterdam Office
      B.V., which as at the date of this Agreement are owned by ABN AMRO Bank,
      will be transferred to RBS NV pending receipt of the requisite client
      consents and agreement between RBS NV and ABN AMRO as to the level of
      compensation payable to RBS NV if losses arise in relation to such loans.
      The parties agree that the transfer is expected to take place by 30 June
      2010.

            


    

     

    
      	
               
      

            	
              5.1.7

            	
              The parties
      acknowledge and agree that they will negotiate in good faith, and will use
      commercially reasonable efforts to apply the principles set out in this
      Agreement (and in particular this Clause 5.1), to resolve all issues
      between them arising out of or in connection with the Acquired Business
      Transfers.

            


    

     

    
      	
               
      

            	
              5.1.8

            	
              The intention
      of the parties is that the acquisition by the individual Investors or
      members of their respective Groups of the Acquired Businesses (which have
      not already been acquired) should be implemented in a manner that
      is:

            


    

     

    
      	
               
      

            	
              (i)

            	
              consistent
      with the principles set out in Schedule 1;
and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              as efficient
      for all parties and the RBS Holdings Group as is reasonably practicable
      from a Tax, regulatory, human resources, financial and operational point
      of view taking into account (in the case of Tax) the principles in Part 9
      of Schedule 1.

            


    

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    
      	
              5.2

            	
              Definitive
      Documents for the Acquired Business
Transfers

            


    

     

    Pursuant to the
agreement, acknowledgments and intentions set out in or contemplated by Clause
5.1, the applicable parties shall:

     

    
      	
               
      

            	
              5.2.1

            	
              as soon as
      reasonably practicable after the date of this Agreement and subject to
      Clause 5.3 below, negotiate in good faith to finalise definitive
      agreements for:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the Acquired
      Business Transfers;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              (to the
      extent not already agreed by the parties) the provision of transitional or
      ongoing services between all or any of the Acquired Businesses and the
      Retained Business or between two or more Acquired Businesses (including,
      without limitation, information technology, operations and infrastructure
      support services) which are reasonably necessary to conduct the Acquired
      Businesses and the Retained Business on terms and in a manner which is in
      accordance with Clause 5.5 and Schedule
1;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              if so
      required, the allocation of Taxes and Tax Relief and dealing with Tax
      Correspondence and Tax Disputes, as provided for in Part 9 of Schedule 1,
      to the extent not already finalised prior to the date of this Agreement or
      otherwise agreed by the parties;
and

            


    

     

    
      	
               
      

            	
              (iv)

            	
              the
      implementation of such other matters as the parties consider
      appropriate,

            


    

     

    in each case on
terms which are consistent with the intention and principles set out in this
Clause 5 and Schedule 1.

     

    
      	
              5.3

            	
              Failure
      to complete the Acquired Business
Transfers

            


    

     

    
      	
               
      

            	
              5.3.1

            	
              If any
      Acquired Business Transfer has not been completed by 30 June 2011, RBS
      shall have the right at its
discretion:

            


    

     

    
      	
               
      

            	
              (i)

            	
              by written
      notice to the relevant Investor, to deem that the Transfer Conditions in
      relation to any Residual Acquired Business cannot be satisfied such that
      paragraph 1.4.1 of Schedule 1 Part 1 shall apply to that Residual Acquired
      Business(es); or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              subject to
      payment to the State and/or Santander (as the case may be) of the fair
      market value of the relevant businesses (as determined below), to
      determine that any Residual Acquired Businesses shall not be acquired by
      the State or Santander (as the case may be) but shall be acquired by the
      Wider RBS Group (either by reallocating such businesses as RBS Acquired
      Businesses, save for the purposes of paragraph 7.1 of Schedule 1 of this
      Agreement, or by purchasing such businesses, in each case for
      consideration which is greater than or equal to the lowest point of the
      Valuation Range as determined by the Valuer in accordance with the
      principles set out in paragraph 13 of Schedule 2 mutatis
      mutandis. RBS may only acquire a Residual Acquired Business of the
      State for a consideration of less than the lowest point of the Valuation
      Range with the consent of the State. RBS may only acquire a Residual
      Acquired Business of Santander for a consideration of less than the lowest
      point of the Valuation Range with the consent of
  Santander.

            


    

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              5.3.2

            	
              If RBS
      exercises its rights under Clause 5.3.1, for the purposes of Clause 4.3.1
      the completion of the Acquired Business Transfers shall be the date that
      the final Residual Acquired Business is sold in accordance with paragraph
      1.4 of Schedule 1 Part 1 or allocated to or purchased by RBS (or a member
      of the Wider RBS Group) in accordance with Clause
    5.3.1(ii).

            


    

     

    
      	
               
      

            	
              5.3.3

            	
              Notwithstanding
      Clause 5.3.1, in relation to ID&J India,
if:

            


    

     

    
      	
               
      

            	
              (i)

            	
              on or
      immediately prior to 30 June 2011 the State produces to RBS written
      evidence from the Reserve Bank of India (the “RBI”)
      confirming that the RBI is considering the licence application(s) made by
      ABN AMRO Bank in respect of the transfer of ID&J India;
    or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the RBI has
      on or shortly prior to 30 June 2011 confirmed in a meeting with RBS NV and
      ABN AMRO Bank that it is considering the licence application(s) made by
      ABN AMRO Bank in respect of the transfer of ID&J
  India,

            


    

     

    the time period for
transfer of ID&J India shall be extended to the earlier of (i) 30 June 2012
or (ii) the date that the RBI informs ABN AMRO Bank, the Company, RBS NV or any
Investor that it will not grant the requisite licence(s). If the requisite
licence(s) is granted prior to 30 June 2012, the timeframe for the transfer of
ID&J India shall be extended by RBS to permit the transfer to the State or a
member of its Group provided that the Completion must take place prior to 31
December 2012. If on or immediately prior to 30 June 2012 the RBI has not
granted the requisite licence(s) but has confirmed in writing to ABN AMRO Bank
(as evidenced by ABN AMRO Bank to RBS NV) that it will do so within six months,
RBS shall grant a further extension to ABN AMRO Bank to 31 December 2012. If any
extension is granted in accordance with this Clause 5.3.3, the provisions of
Clause 5.3.1 shall not apply to ID&J India until the end of the time period
granted by RBS in accordance with this Clause. Any extension granted pursuant to
this Clause 5.3.3 in relation to ID&J India shall not affect the rights of
RBS under Clause 5.3.1 in relation to any other Residual Acquired
Business.

     

    
      	
               
      

            	
              5.3.4

            	
              If the
      Transfer of ID&J India has not taken place by the end of the time
      period set by RBS in accordance with the Clause 5.3.3, Clause 5.3.1 shall
      apply to ID&J India mutatis
      mutandis.

            


    

     

    
      	
               
      

            	
              5.3.5

            	
              Notwithstanding
      Clauses 5.3.1 and 5.3.2, the parties acknowledge that pursuant to the
      provisions of Clause 5 of the Separation Tax Agreement (and/or, in the
      case of the State, the equivalent provisions of any other applicable Tax
      Agreement), Santander and/or ABN AMRO Bank may not have become entitled to
      receive payment in respect of all or part of the relevant Deferred Tax
      Assets by 30 June 2011 (or in the case of ID&J India, 30 June 2012 or
      31 December 2012 as applicable). The parties also acknowledge that the Tax
      affairs of members of the RBS Holdings Group in respect of periods covered
      by a Tax Agreement or by Part 9 of Schedule 1 to this Agreement may not be
      finalised by 30 June 2011 (or in the case of ID&J India, 30 June 2012
      or 31 December 2012 as applicable) such that certain Tax-related
      Liabilities attributable to a State Acquired Business or a Santander
      Acquired Business may remain in the relevant member of the RBS Holdings
      Group after 30 June 2011 (or in the case of ID&J India, 30 June 2012
      or 31 December 2012 as applicable). The parties therefore acknowledge that
      

            


    

    
       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                 

              	
                completion
      may not have occurred in relation to such Assets and Liabilities
      attributable to the State Acquired Businesses and Santander Acquired
      Businesses by 30 June 2011 (or in the case of ID&J India, 30 June 2012
      or 31 December 2012 as applicable) and the provisions of the Tax
      Agreements and Part 9 of Schedule 1 to this Agreement may remain in force
      in respect of such Assets and Liabilities after 30 June 2011 (or in the
      case of ID&J India, 30 June 2012 or 31 December 2012 as applicable).
      For the avoidance of doubt, the fact that any Deferred Tax Assets may not
      have been utilised prior to 30 June 2011 (or in the case of ID&J
      India, 30 June 2012 or 31 December 2012 as applicable) shall not prevent
      the Final Completion Date from occurring for the purpose of Clause
      4.3.

              


      

       

    

    
      	
               
      

            	
              5.3.6

            	
              Notwithstanding
      Clause 5.3.1, in respect any intellectual property which has been
      allocated by the Investors to an Acquired Business and for which an
      assignment of such Intellectual Property has been signed prior to 30 June
      2011, the provisions of Clause 5.3.1 shall not apply to such intellectual
      property (the "Assigned
      IP"). The Assigned IP shall transfer to the relevant Investor (or
      member of its Group, or in the case of RBS, the Wider RBS Group) in
      accordance with the relevant
assignment.

            


    

     

    
      	
              5.4

            	
              Accounting
      between the Parties

            


    

     

    The parties
acknowledge that the operation of this Clause 5 and Schedule 1 may lead to a
number of adjustments and payments between the parties which, in the absence of
agreement between the Investors, shall be determined in accordance with Clause
9. The parties will put in place reasonable arrangements to record such
adjustments and the liability to make such payments on the basis that, in order
to avoid numerous de minimis matters having to be dealt with, the Investors will
settle such Liabilities between themselves on a monthly basis (unless otherwise
agreed). Paragraph 1.1.8 of Schedule 1 Part 9 shall apply as regards the manner
of making such payments and adjustments.

     

    
      	
              5.5

            	
              Intra
      Group Arrangements

            


    

     

    
      	
               
      

            	
              5.5.1

            	
              Subject to
      Clause 5.5.2, if following the date of this Agreement any Acquired Company
      or any of the Acquired Businesses to be acquired by any one Investor (or a
      member of its Group) is found to be using any assets, facilities or
      services (including the management and allocation of credit default swaps
      and other derivatives exposure) of any member of the Retained Group or any
      Acquired Company or Acquired Business to be acquired by any other Investor
      (or a member of its Group) or if any member of the Retained Group uses any
      assets, facilities or services (including as aforesaid) of any Acquired
      Company or Acquired Business the Investors shall, and the Company shall
      procure that the Retained Group shall use their respective reasonable
      endeavours to procure that such arrangements are continued on the same
      basis as prevailing at the time the need for further arrangements is
      identified (or otherwise on such terms as the Investors agree) to the
      extent necessary to enable the relevant companies or businesses using such
      assets, facilities or services (including as aforesaid) to carry on their
      business in the manner in which it is carried on at the time that the need
      for further arrangements contemplated by this Clause 5.5 is
      identified.

            


    

     

    
      	
               
      

            	
              5.5.2

            	
              Save with the
      written consent of all parties, no arrangement may be entered into
      pursuant to Clause 5.5.1 if to do so would be inconsistent with intra
      group arrangements that have as at the date of this document been agreed
      by the parties.

            


    

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    
      	
              5.6

            	
              Allocation
      of Capital

            


    

     

    For the avoidance
of doubt and notwithstanding Clause 2, the parties agree that all discussion and
agreements on the allocation of capital of the RBS Holdings Group have been
completed and recorded in the term sheet and covering letter agreed by the
respective Chief Financial Officers of the Investors on 28 September 2009 in
Appendix 7 of the document entitled “ABN AMRO Restructuring: Agreed Package of
Solutions for pre-NL Demerger Filing Issues” (the “4.95
Term Sheet” as set out in Schedule 10 to this Agreement). Accordingly,
the provisions of Part 11 of Schedule 3 of the Original CSA shall terminate and
shall have no further effect in accordance with the 4.95 Term Sheet. Once so
terminated no party shall have any claim under those provisions, whether such
claim purportedly relates to events prior to or following the date of this
Agreement.

     

    
      	
              6

            	
              The
      Retained Group

            


    

     

    Each of the parties
agrees that, with respect to the Retained Group and the Retained Business, the
terms of Schedule 2 shall apply.

     

    
      	
              7

            	
              Governance

            


    

     

    
      	
              7.1

            	
              Appointment
      of Directors of
      the Company prior to the Effective
  Notice

            


    

     

    
      	
               
      

            	
              7.1.1

            	
              Until the New
      Articles become effective in accordance with Clause 4.2, the Board shall
      comprise four Directors, who shall, subject to Clause 7.7, be nominated
      for appointment by the Investors as
follows:

            


    

     

    
      	
               
      

            	
              (i)

            	
              RBS - two
      Directors (including the Chairman);

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Santander -
      one Director; and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              the State -
      one Director.

            


    

     

    
      	
               
      

            	
              7.1.2

            	
              Until the New
      Articles become effective in accordance with Clause 4.2, any Director may
      be proposed for appointment, suspension or removal by the relevant
      Investor by written notice served on the Company and the other Investors.
      In such event, the Investors and the Company shall promptly take such
      steps as may be necessary to effect any such appointment, suspension or
      removal, including but not limited to procuring that all Shareholders
      shall (i) exercise their voting rights in a general meeting of
      Shareholders of the Company or adopt a resolution in writing to appoint,
      suspend or remove the relevant Investor Director and (ii) abstain from
      exercising their voting rights in the general meeting of Shareholders of
      the Company or adopt a resolution in writing in respect of the
      appointment, suspension or removal of an Investor Director other than in
      accordance with a proposal to that effect in accordance with this Clause 7
      by the relevant Investor.

            


    

     

    
      	
               
      

            	
              7.1.3

            	
              A Director
      may appoint another Director as his proxy for any specified meeting of the
      Board. In the case of the Directors appointed by the State and Santander,
      such proxy shall not be resident for Tax purposes in the United Kingdom.
      Such proxy may attend the specified meeting and exercise the votes of the
      Director who has appointed him and such appointing Director may direct his
      replacement on how to exercise such
votes.

            


    

     

    
      	
               
      

            	
              7.1.4

            	
              The parties
      agree that:

            


    

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (i)

            	
              no Director
      appointed upon nomination of the State shall be resident for Tax purposes
      in the United Kingdom; and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              no Director
      appointed upon nomination of Santander shall be resident for Tax purposes
      in the United Kingdom.

            


    

     

    
      	
               
      

            	
              7.1.5

            	
              Until the New
      Articles become effective in accordance with Clause 4.2, the parties agree
      that, subject always to the need to comply with all applicable legal and
      regulatory requirements and with the fiduciary obligations of each
      Director and of the Board of the Company, unless otherwise provided in
      this Agreement, Board decisions shall be taken by majority vote and so as
      to be consistent with the provisions of this
  Agreement.

            


    

     

    
      	
              7.2

            	
              Appointment
      of Directors of
      the Company following the Effective
  Notice

            


    

     

    
      	
               
      

            	
              7.2.1

            	
              From the time
      that the New Articles become effective, the Board shall comprise such
      number of Directors as may be determined by RBS, who shall each be
      nominated for appointment by RBS.

            


    

     

    
      	
               
      

            	
              7.2.2

            	
              The Investors
      and the Company shall promptly take such steps as may be necessary to
      effect any appointment, suspension or removal of a Director required in
      order to implement Clause 7.2.1, including but not limited to procuring
      that all Shareholders shall exercise their voting rights in a general
      meeting of Shareholders of the Company or adopt a resolution in writing to
      appoint any persons nominated for appointment by RBS or to suspend or
      remove any Director appointed upon nomination by the State or Santander. A
      Director appointed upon nomination of the State or Santander that is
      removed shall be granted a release from liability for his management of
      the Company both upon removal and upon adoption of the annual accounts of
      the financial year during which the removal occurred, insofar as the
      exercise of his duties is reflected in the financial statements which have
      been made available to the general meeting or otherwise disclosed to the
      general meeting, unless release from liability cannot reasonably be
      expected to be granted for reasons of improper exercise of
      duties.

            


    

     

    
      	
               
      

            	
              7.2.3

            	
              From the time
      that RBS provides the Effective Notice in accordance with Clause 3.2, the
      parties agree that, subject to Clause 7.7, RBS shall in its absolute
      discretion determine the governance policies and practices of the Company
      and the RBS Holdings Group.

            


    

     

    
      	
              7.3

            	
              Appointment
      of the Chairman

            


    

     

    The Chairman shall
be appointed by RBS from amongst the Directors appointed by RBS. The Chairman
shall have a casting vote.

     

    
      	
              7.4

            	
              Agreements
      in relation the Acquired
Businesses

            


    

     

    
      	
               
      

            	
              7.4.1

            	
              Pursuant to
      the Cohabitation Agreements and ID&J SPAs, RBS NV and ABN AMRO Bank
      have agreed certain matters in relation to the State Acquired Businesses
      set out in Clause 5.1.2 that are owned by RBS NV at the date of this
      Agreement until such time as they are transferred to the State (or such
      member of the State’s Group as is nominated by the State). RBS and the
      State agree to take such action as is required to give effect to the
      Cohabitation Agreements and ID&J SPAs in relation to the operation of
      such State Acquired Businesses. Upon the reasonable request by RBS and the
      State, Santander shall take such action is


            


    

    
       

      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                 

              	
                required to
      give effect to the Cohabitation Agreements and ID&J SPAs in relation
      to the management of such State Acquired
  Business.

              


      

       

    

    
      	
               
      

            	
              7.4.2

            	
              Pursuant to
      the Legal Demerger Agreement, RBS NV and ABN AMRO Bank have agreed certain
      matters in relation to the State Acquired Businesses that are identified
      prior to or following the date of this Agreement until such time as they
      are transferred to the State (or such member of the State’s Group as is
      nominated by the State), such businesses being referred to in the Legal
      Demerger Agreement as “Non-Transferring Assets and Liabilities”. RBS and
      the State agree to take such action as is required to give effect to the
      Legal Demerger Agreement in relation to the operation of such State
      Acquired Businesses. Upon the reasonable request by RBS and the State,
      Santander shall take such action as is required to give effect to the
      Legal Demerger Agreement in relation to the management of such State
      Acquired Businesses.

            


    

     

    
      	
               
      

            	
              7.4.3

            	
              RBS and the
      State have agreed that ID&J India shall be governed in accordance with
      Schedule 11. RBS shall take such action as is required to procure that
      RBS NV shall adhere to the provisions of Schedule
  11.

            


    

     

    
      	
               
      

            	
              7.4.4

            	
              Subject to
      Clause 5.3, the parties agree that any State Acquired Businesses and any
      Santander Acquired Businesses may only be sold by RBS NV if the prior
      written consent of the State or Santander, respectively, is provided to
      RBS.

            


    

     

    
      	
              7.5

            	
              Regulation
      of Board Meetings

            


    

     

    
      	
               
      

            	
              7.5.1

            	
              Until the New Articles become
      effective in accordance with Clause 4.2, Board
      meetings of the Company shall be conducted in accordance with
      the
      provisions in Part A and Part C of Schedule
      3
      and other matters relating to the Board shall be regulated in accordance
      with Part D of Schedule 3.

            


    

     

    
      	
               
      

            	
              7.5.2

            	
              From the time
      that the New Articles become effective, subject only to Clause 7.7, RBS
      shall in its absolute discretion determine the conduct of Board meetings
      of the Company and Parts A, C and D of Schedule 3 shall have no effect in
      relation to Board meetings of the
Company.

            


    

     

    
      	
               
      

            	
              7.5.3

            	
              Until
      the New Articles become effective in
      accordance with Clause 4.2,
      the Company undertakes for the benefit of each Investor that none of the
      Board Reserved Matters shall be carried out without the approval of the
      Super Board Majority. Following the date of the Effective Notice, the
      Board Reserved Matters and Super Board Majority shall have no effect for
      the purposes of this
Agreement.

            


    

     

    
      	
              7.6

            	
              Regulation
      of Shareholder Meetings

            


    

     

    General
meetings shall be conducted in accordance with the provisions in Part B and Part
C of Schedule
3.

     

    
      	
              7.7

            	
              Tax
      Matters

            


    

     

    The
Investors agree that they will use all reasonable endeavours to ensure that the
Company is resident for Tax purposes in the Netherlands and
not in any other jurisdiction.

     

    
      	
              7.8

            	
              Conduct
      of Directors

            


    

     

    Each
Investor shall procure that the Directors nominated by it shall act in
accordance and in a manner consistent with the terms of this Agreement (subject
only to them not being in

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    breach
of their fiduciary duties as a result), including but not limited to exercising
their voting rights in meetings of the Board or otherwise.

     

    
      	
              7.9

            	
              Voting
      Trust

            


    

     

    The parties shall
procure that the Shareholders shall at all times exercise their voting rights in
the general meeting of Shareholders of the Company so as to ensure, or shall
otherwise procure, that full effect is given to the terms of this
Agreement.

     

    
      	
              7.10

            	
              Accounting
      Policies

            


    

     

    The accounting
policies of the Company and its Group for use in the Company’s own accounts and
in its Group consolidated accounts shall be determined by the
Board.

     

    
      	
              7.11

            	
              Waiver
      of certain rights

            


    

     

    
      	
               
      

            	
              7.11.1

            	
              RBS hereby
      unconditionally and irrevocably waives any and all of its rights as
      shareholder of the Company to
initiate:

            


    

     

    
      	
               
      

            	
              (i)

            	
              statutory
      squeeze out procedures pursuant to Section 2:201a of the Dutch civil code
      against the State and Santander for the purpose of obtaining 100% of the
      issued and outstanding shares in the capital of the Company;
      and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              statutory
      dispute settlement proceedings pursuant to Section 2:336 of the Dutch
      civil code against the State and/or Santander for the purpose of
      requesting that the State and/or Santander transfer their Shares to
      RBS.

            


    

     

    
      	
               
      

            	
              7.11.2

            	
              In addition,
      each of RBS, the State and Santander hereby unconditionally and
      irrevocably vis-a-vis each other waive any and all of their rights to
      initiate statutory dispute settlement proceedings pursuant to Section
      2:343 of the Dutch civil code against each other for the purpose of
      requesting that their Shares are taken over by one or both of the other
      Shareholders.

            


    

     

     

    
      	
              8

            	
              Termination

            


    

     

    Save as specified
in this Agreement, this Agreement shall terminate only:

     

    
      	
               
      

            	
              (i)

            	
              with the
      unanimous written consent of the
Investors;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              with respect
      to Santander with immediate effect without notice if all the S Shares and
      O Shares held by Santander are cancelled, repurchased, acquired by RBS (or
      a member of its Group) or otherwise such that Santander no longer holds
      any Shares;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              with respect
      to the State with immediate effect without notice if all the F Shares and
      O Shares held by the State are cancelled, repurchased, acquired by RBS (or
      a member of its Group) or otherwise such that the State no longer holds
      any Shares; or

            


    

     

    
      	
               
      

            	
              (iv)

            	
              with
      immediate effect without notice if all of the Shares are legally owned by
      one Investor or members of its
Group.

            


    

     

    The following
provisions of this Agreement shall survive termination of this Agreement:
Clause 1,
Clause 2, Clause 11 (but only to the extent required by Investors for their
regulatory compliance, tax and other legal requirements relating to (i) the
Financial Year in

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    which this
Agreement is terminated or (ii) the Financial Year prior to the Financial Year
in which this Agreement is terminated), Clauses 18 to 22 and paragraph 7 of Part
1 of Schedule 1 and Part 9 of Schedule 1 (save to the extent otherwise agreed).
The provisions of the Tax Agreements shall also survive termination of this
Agreement save to the extent otherwise agreed. Termination shall not affect a
party’s rights and obligations which have accrued as at the date of such
termination.

     

    
      	
              9

            	
              Determinations

            


    

     

    
      	
              9.1

            	
              Any matter
      which this Agreement expressly states shall be determined in accordance
      with this Clause 9 shall first be referred for agreement to the Chief
      Executive of each Investor (or such persons as they may nominate for the
      purpose). If agreement is not reached within 40 Business Days of such
      referral the matter will, on the application of any Investor, be
      determined by the Independent Accountants or, in the case of any dispute
      relating to Schedule 1 Part 9, by independent tax advisers. For the
      purposes of this Agreement, the Independent Accountants shall be a firm of
      independent chartered accountants of international repute, selected as
      soon as reasonably practicable by a unanimous decision of the Investors
      (acting reasonably and without delay) for the purposes of this Clause 9,
      or failing such agreement within 10 Business Days, nominated on the
      application of any Investor by the President for the time being of the
      Institute of Chartered Accountants in England and Wales (the “Independent
      Accountants”). For the purposes of this Agreement, the independent
      tax advisers shall be a firm of independent tax advisers of international
      repute, selected as soon as reasonably practicable by a unanimous decision
      of the Investors (acting reasonably and without delay) for the purposes of
      this Clause 9, or failing such agreement within 10 Business Days,
      nominated on the application of any Investor by the President for the time
      being of the Institute of Taxation (the “Independent
      Tax Advisers”).

            


    

     

    
      	
              9.2

            	
              The
      Independent Accountants or the Independent Tax Advisers (as the case may
      be) shall be fully briefed by the Investors as to their intended role as
      soon as reasonably practicable after their appointment and shall be
      engaged by the Company to deal with all matters referred to them in
      accordance with this Clause 9. The parties shall use all reasonable
      endeavours to agree the terms of engagement of the Independent Accountants
      or the Independent Tax Advisers (as the case may be) and shall not
      unreasonably withhold consent to the entry into by the Company of an
      engagement letter with the Independent Accountants or the Independent Tax
      Advisers (as the case may be) on normal market terms, (including
      provisions relating to the indemnification by the Company of the
      Independent Accountants or the Independent Tax Advisers (as the case may
      be) against Liabilities arising out of their engagement and the exclusion
      of liability of the Independent Accountants or the Independent Tax
      Advisers (as the case may be) for their acts or omissions, subject in both
      cases to exceptions).

            


    

     

    
      	
              9.3

            	
              In making any
      determination pursuant to this Agreement, the Independent Accountants or
      the Independent Tax Advisers (as the case may be) shall act as experts and
      not arbitrators and their determination shall be final and binding in the
      absence of manifest error. The fees and costs of the Independent
      Accountants or the Independent Tax Advisers (as the case may be) incurred
      in connection with this Agreement shall be borne as they shall direct or,
      failing such direction, equally between the Investors which are parties to
      the determination.

            


    

     

    
      	
              9.4

            	
              For the
      purpose of the Company and the Investors (including any matter between two
      or more Investors) agreeing any matter pursuant to this Agreement or for
      the purposes of any

            


    

    
       

      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                determination
      of any matter by the Independent Accountants or the Independent Tax
      Advisers (as the case may be), each Investor and the Company shall procure
      that the other(s), its/their advisers and (where applicable) the
      Independent Accountants or the Independent Tax Advisers (as the case may
      be) shall be given reasonable access at reasonable times to the books and
      records relating to such matter which are in its possession or control, or
      the possession or control of any of its subsidiaries, and shall procure
      that the other(s), its/their advisers and (where applicable) the
      Independent Accountants or the Independent Tax Advisers (as the case may
      be) are allowed to take copies of such books and records and the Company
      shall procure that RBS NV takes such actions as are necessary for the
      Company or an Investor to comply with its obligations under this Clause
      9.4.

              


      

       

    

    
      	
              9.5

            	
              Except to the
      extent that the parties agree otherwise, the Independent Accountants or
      the Independent Tax Advisers (as the case may be) shall determine their
      own procedure, but:

            


    

     

    
      	
               
      

            	
              9.5.1

            	
              shall make
      their determination pursuant to the provision of this Agreement as soon as
      is reasonably practicable;

            


    

     

    
      	
               
      

            	
              9.5.2

            	
              the procedure
      of the Independent Accountants or the Independent Tax Advisers (as the
      case may be) shall:

            


    

     

    
      	
               
      

            	
              (i)

            	
              give the
      relevant parties a reasonable opportunity to make written and oral
      representations to them;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              require that
      the relevant parties supply each other with a copy of any written
      representations at the same time as they are made to the Independent
      Accountants or the Independent Tax Advisers (as the case may be);
      and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              permit each
      relevant party to be present while oral submissions are being made by any
      other party (save to the extent that the Independent Accountants or the
      Independent Tax Advisers (as the case may be) determine that this would
      lead to a breach of confidence or the divulging of business secrets by any
      party).

            


    

     

    
      	
              9.6

            	
              The
      determination of the Independent Accountants or the Independent Tax
      Advisers (as the case may be) pursuant to Clause 9.1 shall be made in
      writing and made available for collection by the parties at the offices of
      the Independent Accountants at such time as they shall determine and,
      unless otherwise agreed by the parties, include reasons for each relevant
      determination.

            


    

     

    
      	
              9.7

            	
              The parties
      shall co-operate with the Independent Accountants or the Independent Tax
      Advisers (as the case may be) and comply with their reasonable requests
      made in connection with the carrying out of their duties under this
      Agreement.

            


    

     

    
      	
              9.8

            	
              Subject to
      Clause 9.9, nothing in this Clause 9 shall entitle a party or the
      Independent Accountants or the Independent Tax Advisers (as the case may
      be) access to any information or document which is protected by legal
      professional privilege, or which has been prepared by the other party or
      its accountants and other professional advisers with a view to assessing
      the merits of any claim or
argument.

            


    

     

    
      	
              9.9

            	
              A party shall
      not be entitled by reason of Clause 9.8 to refuse to supply such part or
      parts of documents as contain only the facts on which the relevant claim
      or argument is based.

            


    

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

       

    

    
      	
              9.10

            	
              Each party
      and the Independent Accountants or the Independent Tax Advisers (as the
      case may be) shall, and shall procure that its and their advisers shall,
      keep all information and documents provided to them pursuant to this
      Clause 9 confidential and shall not use the same for any purpose, except
      for use in connection with the proceedings of the Independent Accountants
      or the Independent Tax Advisers (as the case may be) or another matter
      arising out of this Agreement or in defending any claim or argument or
      alleged claim or argument relating to this Agreement or its subject
      matter.

            


    

     

    
      	
              9.11

            	
              The
      Independent Accountants or the Independent Tax Advisers (as the case may
      be) shall be entitled to obtain financial, legal, actuarial or other
      specialist advice as they may consider necessary or desirable for the
      purpose of fulfilling their obligations hereunder and the costs of
      obtaining such advice shall be met as provided in Clause
    9.3.

            


    

     

    
      	
              9.12

            	
              Any challenge
      to a determination by Independent Accountants or the Independent Tax
      Advisers (as the case may be) on the basis of manifest error shall be
      resolved by arbitration in accordance with Clause
  22.

            


    

     

     

    
      	
              10

            	
              Representations
      and Warranties

            


    

     

    
      	
              10.1

            	
              Each of the
      Investors represents and warrants to each of the other parties on the
      terms set out in Schedule
      4
      as at the date of this Agreement.

            


    

     

    
      	
              10.2

            	
              RBS hereby
      represents and warrants to the State, ABN AMRO Bank and Santander (and not
      to any other person) that, so far as it is aware and based on the facts,
      and circumstances known as at the date of this Agreement and on the
      applicable law and other regulation as at the date of this Agreement, the
      distributions or repurchases of Shares by the Company as contemplated by
      Clauses 4.3.2(i) and 15 do not contravene any agreement between RBS and
      the EC Commission.

            


    

     

     

    
      	
              11

            	
              Provision
      of Information and Preparation of
Accounts

            


    

     

    
      	
              11.1

            	
              Pursuant to
      the Cohabitation Agreements, RBS NV and ABN AMRO Bank have agreed that
      certain information relating to the State Acquired Businesses the subject
      thereof shall be provided by RBS NV to ABN AMRO Bank. RBS and the State
      shall procure that such information is provided in accordance with the
      Cohabitation Agreements.

            


    

     

    
      	
              11.2

            	
              RBS shall
      procure that information relating to the Retained Business is provided in
      accordance with Schedule 2.

            


    

     

    
      	
              11.3

            	
              An
      Investor may pass information on to those persons to whom the Investors
      are entitled
      to pass information under Clause
      16.

            


    

     

    
      	
              11.4

            	
              Each of the
      Investors shall ensure that information provided to it relating to any
      Acquired Business (other than the Acquired Businesses to be acquired by
      it) is used only for the purpose of implementing the provisions of this
      Agreement (including Clause 5 and Schedule 1) or for compliance with
      applicable legal or regulatory
obligations.

            


    

     

    
      	
              11.5

            	
              The Company
      shall prepare such audited consolidated financial information in relation
      to the Company and its Group as is determined by the Board to be required
      for the purposes of complying with RBS’, the Company’s and the Company’s
      Group’s obligations to prepare statutory accounts in accordance with Dutch
      generally accepted accounting principles and/or International Financial
      Reporting Standards (with the latter in any event
  being

            


    

    
       

      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                applied in
      relation to the Company’s Group’s audited consolidated financial
      information) and for the purposes of the accounts of the Company and its
      Group being consolidated into the consolidated accounts of RBS. In
      addition, the Company shall prepare such financial information as the
      Investors require for their consolidated accounts as set out in Clause
      11.6 below.

              


      

       

    

    
      	
              11.6

            	
              The Board
      shall procure the production and distribution to the Investors of such
      accounting information relating to the affairs of the Company and its
      Group as Investors may reasonably request for their own regulatory
      compliance, tax and other legal requirements, provided that the Company
      shall be reimbursed by the relevant Investor in respect of any costs in
      producing such information.

            


    

     

    
      	
              11.7

            	
              Notwithstanding
      any other provision of this Clause 11, the rights of the Investors under
      this Clause shall be subject to the duties of the Managing Board of RBS
      Holdings and shall not be exercised so as to cause any interruption in the
      business of the RBS Holdings Group or any breach of applicable law or
      regulation by the Wider RBS Group.

            


    

     

    
      	
              11.8

            	
              Provided that
      the Company or its Group provides an invoice in respect of such costs, to
      the extent that any reasonable costs are incurred by the Company or its
      Group in producing information for Santander or the State under this
      Clause 11 which would not otherwise have been incurred by the Company or
      its Group, such costs shall be charged to the Santander Acquired Business
      or the State Acquired Business,
respectively.

            


    

     

    
      	
              11.9

            	
              Pursuant to
      the Tax Agreements, certain of the parties thereto have agreed to provide
      to certain other parties information relating to the Tax affairs of
      certain companies. RBS, the State and (in the case of the Separation Tax
      Agreement only) Santander shall procure that such information is provided
      in accordance with the Tax
Agreements.

            


    

     

     

    
      	
              12

            	
              Transfer
      Restrictions for the Investors

            


    

     

    
      	
              12.1

            	
              General
      Restrictions

            


    

     

    
      	
               
      

            	
              12.1.1

            	
              Notwithstanding
      any provision to the contrary in this Agreement or the Articles, each
      Investor undertakes to each of the other Investors and to the Company that
      it shall not at any time during the life of this Agreement Transfer
      Shares, unless:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the Transfer
      is permitted by Clause 12.1.2
      or has been approved by the Investors in writing (such approval not to be
      unreasonably withheld);

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the proposed
      Transferee has entered into a Deed of Accession to this Agreement, in the
      form required by this Agreement and delivered this to the
      Company;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              the Company
      and the Investors have received from the proposed Transferee a legal
      opinion addressed to each of them in a form approved by the Board
      confirming that the Transferee has capacity and authority to enter into
      the document referred to in Clause 12.1.1(ii)
      and that such document, this Agreement and the Articles will constitute
      legal, valid and binding obligations on the Transferee (or their
      successors and assigns), which are enforceable in accordance with their
      terms; and

            


    

     

    
      	
               
      

            	
              (iv)

            	
              it (or the
      Transferee, as the case may be) has obtained any necessary third party and
      regulatory consents.

            


    

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              12.1.2

            	
              Notwithstanding
      Clause 12.1.1(i), an Investor may transfer Shares to a wholly owned member
      of its Group provided that the Transferee undertakes to the Company that
      if the Transferee is to cease to be a wholly-owned member of its Group of
      the relevant Investor, all its Shares in the Company will, before the
      cessation, be Transferred to the original Investor (but only if such
      Investor would not have been in breach of this clause had that Investor
      continued to hold the Shares) or one of its wholly-owned Group members.
      Each of the Investors shall procure that its Investor Directors shall
      exercise their voting rights in meetings of the Board or otherwise to
      approve any Transfer of Shares in accordance with this Clause
      12.1.2.

            


    

     

    
      	
               
      

            	
              12.1.3

            	
              Following a
      transfer of Shares under this Clause 12.1, the original transferring
      Investor (but not a subsequent Transferor in a series of transfers to
      wholly-owned Group members) shall remain party to this Agreement and shall
      be jointly and severally liable with the Transferee under this Agreement
      as a Shareholder in respect of the transferred
  Shares.

            


    

     

    
      	
               
      

            	
              12.1.4

            	
              Each Investor
      acknowledges and undertakes as
follows:

            


    

     

    
      	
               
      

            	
              (i)

            	
              it shall not
      challenge the validity or enforceability of the restrictions in this
      Clause 12
      either as a matter of law or otherwise (“Challenge”);
      and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              in the event
      of a Challenge, the Investor making such Challenge shall indemnify and
      keep indemnified each other Investor and the Company against each loss,
      liability and cost which such other Investor or the Company may incur
      arising out of or in connection with a Challenge including each loss,
      liability and cost reasonably incurred as a result of settling or
      defending a Challenge.

            


    

     

    
      	
              12.2

            	
              Intermediate
      Changes of Control

            


    

     

    Except as otherwise
expressly provided in this Agreement:

     

    
      	
               
      

            	
              12.2.1

            	
              RBS
      undertakes to procure that the Shares owned by it at the date of this
      Agreement and any further Shares issued to it or to one of its
      wholly-owned Group members are, subject to Clause 4, at all times held and
      beneficially owned by a wholly-owned member of its
  Group;

            


    

     

    
      	
               
      

            	
              12.2.2

            	
              Santander
      undertakes to procure that the Shares owned by it at the date of this
      Agreement and any further Shares issued to it or one of its wholly-owned
      Group members are, subject to Clause 4, at all times held and beneficially
      owned by a wholly-owned member of its Group;
and

            


    

     

    
      	
               
      

            	
              12.2.3

            	
              the State
      undertakes to procure that the Shares owned by it at the date of this
      Agreement and any further Shares issued to it or one of its wholly-owned
      Group members are, subject to Clause 4, at all times held and beneficially
      owned by a wholly-owned member of its
Group.

            


    

     

     

    
      	
              13

            	
              Further
      Capital and Funding

            


    

     

    
      	
              13.1

            	
              General

            


    

     

    Subject to the
remainder of this Clause 13 and the provisions of any Tax Agreement, the
Investors shall not have any obligation to provide any capital, funding or
liquidity to either

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

    the Company or any
member of the RBS Holdings Group, nor any guarantee, collateral or security in
respect thereof.

     

    
      	
              13.2

            	
              Agreed
      principles relating to further Capital and
  Funding

            


    

     

    
      	
               
      

            	
              13.2.1

            	
              The Investors
      have agreed that any regulatory Tier 1 capital requirements (including an
      appropriate Capital Buffer (as defined below)) of the RBS Holdings Group
      shall be satisfied by the Investors providing ordinary equity share
      capital to the Company or, in the case of the State Acquired Business
      only, the State may satisfy its obligation by procuring the provision of a
      perpetual loan (which, in either case, the Company shall contribute to RBS
      Holdings in the form of ordinary equity share
  capital).

            


    

     

    
      	
               
      

            	
              13.2.2

            	
              In the event
      that any capital, liquidity, funding requirement or guarantee, collateral
      or security, or any other related cost is due to be contributed by an
      Investor (the “Defaulting
      Investor”) pursuant to Clause 13.3, but such Investor does not meet
      such obligation on time or at all, then the remaining Investors (the
      “Non
      Defaulting Investors”) shall be entitled, at their sole discretion
      and upon receiving any request from the Board in accordance with Clause
      13.3, to fulfil such obligation on behalf of the Defaulting Investor, and
      the Defaulting Investor shall (i) indemnify and keep indemnified the Non
      Defaulting Investors in respect thereof and (ii) make compensatory
      contributions as set out in Clause
13.5.

            


    

     

    
      	
               
      

            	
              13.2.3

            	
              The Investors
      have agreed that to the extent that any State Acquired Business, Santander
      Acquired Business and/or Retained Business does not meet the total capital
      ratio set by a Regulator (the ”Total
      Capital Ratio” and the deficit to the Total Capital Ratio being a
      “Tier
      2 Shortfall”), RBS shall satisfy the Tier 2 Shortfall on behalf of
      the relevant Investor, provided
that:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the relevant
      Investor(s) will pay interest to RBS (or the RBS Acquired Business if so
      requested by RBS) on (a) the Tier 2 Shortfall in relation to a Tier 2
      Shortfall on its Acquired Business and (b) on its Retained Business Tier 2
      Shortfall Proportion in relation to a Tier 2 Shortfall on the Retained
      Business, in each case calculated at a rate of *** for the period that the
      Tier 2 Shortfall exists or until RBS issues a Support Notification in
      respect of the Tier 2 Shortfall;
and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              upon the
      issue of a Support Notification in respect of the Tier 2 Shortfall, the
      relevant Investor(s) shall provide Support in respect of the Tier 2
      Shortfall in accordance with Clause
13.4.

            


    

     

    The relevant
Investor(s) for the purposes of any Tier 2 Shortfall in the Retained Business
shall be (i) the State if and to the extent that the total capital in the
Retained Business that is attributable to the State is less than the State’s
Consortium Proportion of the total capital required to ensure the Retained
Business meets the Total Capital Ratio for the Retained Business and/or (ii)
Santander if and to the extent that the total capital in the Retained Business
that is attributable to Santander is less than Santander’s Consortium Proportion
of the total capital required to ensure the Retained Business meets the Total
Capital Ratio for the Retained Business. The amount by which the total capital
in the Retained Business that is attributable to an Investor is less than that
Investor’s Consortium Proportion

     

    
      
        
          

        

        ***   Indicates omission
of material, which has been separately filed, pursuant to a request for
confidential treatment.

         

      

    

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

    of the total
capital required to ensure the Retained Business meets the Total Capital Ratio
for the Retained Business shall be the “Retained
Business Tier 2 Shortfall Proportion” for that Investor.

     

    
      	
               
      

            	
              13.2.4

            	
              The Investors
      have agreed that to the extent that total assets less intracompany funding
      receivables (“Third
      Party Assets”) attributable to any State Acquired Business,
      Santander Acquired Business and/or Retained Business are greater than the
      equity capital and total liabilities excluding intracompany funding
      payables (“Third
      Party Liabilities”) attributable to that Business (the “Net
      Funding Shortfall”) RBS shall satisfy the Net Funding Shortfall on
      behalf of the relevant underfunded Investor, provided
  that:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the relevant
      Investor(s) will pay interest to RBS (or the RBS Acquired Business if so
      requested by RBS) on (a) the Net Funding Shortfall in relation to a Net
      Funding Shortfall on its Acquired Business and (b) on its Retained
      Business Net Funding Shortfall Proportion in relation to a Net Funding
      Shortfall on the Retained Business, in each case calculated at *** for the
      period that the Net Funding Shortfall exists or until RBS issues a Support
      Notification in respect of the Net Funding Shortfall;
  and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              upon the
      issue of a Support Notification in respect of the Net Funding Shortfall,
      the relevant Investor(s) shall provide Support in respect of the Net
      Funding Shortfall in accordance with Clause
  13.5.

            


    

     

    The relevant
underfunded Investor(s) for the purposes of any Net Funding Shortfall in the
Retained Business shall be (i) the State if and to the extent that the Funding
of the State (as defined in clause 13.4.1) in the Retained Business is less than
the State’s corresponding Minimum Funding Requirement (as defined in clause
13.4.1) and/or (ii) Santander if and to the extent that the Funding of Santander
in the Retained Business is less than Santander’s corresponding Minimum Funding
Requirement. Such Funding shortfalls shall be the “Retained
Business Net Funding Shortfall Proportion” for that
Investor.

     

    
      	
               
      

            	
              13.2.5

            	
              Subject to
      Clause 13.6, the Investors have agreed that to the extent that in relation
      to any Acquired Business or the Retained Business the Funding attributable
      to an Investor exceeds that Investor’s Minimum Funding Requirement (the
      “Net
      Funding Surplus”) RBS shall pay interest (or will procure that
      interest is paid) to the relevant Acquired Business or in the case of the
      Retained Business for the benefit of the relevant Investor (as the case
      may be) on the Net Funding Surplus calculated at *** for the period that
      the Net Funding Surplus exists.

            


    

     

    
      	
               
      

            	
              13.2.6

            	
              RBS shall
      ensure that the RBS Acquired Business meets the applicable Minimum Ratios
      and will ensure that it maintains capital and funding in the Retained
      Business equal to at least the RBS Consortium Proportion of the capital
      and funding required for the Retained Business to meet the Minimum
      Ratios.

            


    

     

    
      	
               
      

            	
              13.2.7

            	
              For such time
      as the US$250 million Tier 2 Instrument (as referred to in Schedule 8)
      remains part of the State Acquired Business, such instrument shall be
      counted as Tier 2 capital of the State Acquired Business for the purposes
      of this Clause 13.

            


    

     

    
      	
               
      

            	
              13.2.8

            	
              The Investors
      have agreed that as from the date of this Agreement, in respect of the
      Retained Businesses, cash shall be provided by the Investors in the form
      of

            


    

    
       

      
        
          

        

        ***   Indicates omission
of material, which has been separately filed, pursuant to a request for
confidential treatment.

         

      

      
        
          
          

        

        
          34

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                 

              	
                equity
      capital or debt finance that is at least equal to the Investor’s share
      (expressed in Consortium Proportions) of all third party liabilities. A
      worked example of the principles set out in this Clause 13 is set out at
      Schedule 12.

              


      

       

    

    
      	
              13.3

            	
              Determinations
      by Regulators

            


    

     

    
      	
               
      

            	
              13.3.1

            	
              Notwithstanding
      Clauses 13.2 and 13.4, in the event that any relevant Regulator requires
      the Company or any part of the RBS Holdings Group to be provided with
      further capital, liquidity or other funding, or for any guarantee,
      collateral or security to be provided in respect thereof, the Board shall
      notify the Investors of full details of the requirement as soon as
      possible after the Company becomes aware of the
    requirement.

            


    

     

    
      	
               
      

            	
              13.3.2

            	
              To the extent
      that, prior to Completion, any further capital, liquidity, funding,
      guarantee, collateral or security requirement notified to the Investors by
      the Board under Clause 13.3.1 concerns or arises in respect of an Acquired
      Business, the relevant Investor which is to acquire that business shall
      either:

            


    

     

    
      	
               
      

            	
              (i)

            	
              contribute to
      the relevant Acquired Business such funding, capital or liquidity, or
      provide such guarantee, collateral or security as is required by the
      relevant Regulator on the terms required by such Regulator (such capital,
      funding, liquidity, guarantee, collateral or security to be provided
      directly for the benefit of the relevant Acquired Business);
      or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              with the
      written consent of RBS (such consent not to be unreasonably withheld),
      co-operate with the Board and the other Investors in taking or ensuring
      that such action is taken (at the cost of the relevant Investor, and
      including such action as may be required to limit the scope of operations
      of the relevant Acquired Business) as is required in order to reverse the
      requirement for such additional funding, capital, liquidity, guarantee,
      collateral or security,

            


    

     

    in either case
provided that the capital, liquidity, funding, guarantee, collateral or security
is provided, or the requisite action is taken (as the case may be) by no later
than the earlier of (i) the date specified by the relevant Regulator or (ii) 60
Business Days following the date on which the Board notifies the Investors
pursuant to Clause 13.3.1.

     

    
      	
               
      

            	
              13.3.3

            	
              To the extent
      that any further capital, funding, liquidity, guarantee, collateral or
      security requirement notified to the Investors by the Board under Clause
      13.3.1 concerns or arises in respect of the Retained Business Assets, each
      of the Investors undertakes to work with each other Investor and with the
      Board in order to either:

            


    

     

    
      	
               
      

            	
              (i)

            	
              contribute
      such capital, funding, liquidity or provide such guarantee, collateral or
      security as is required by the relevant Regulator on the terms required by
      such Regulator; or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              take or
      ensure that such action is taken (including such action as may be required
      to limit the scope of the operations that have resulted in the additional
      requirement) as is required in order to reverse the requirement for such
      additional capital, liquidity, funding, guarantee, collateral or
      security,

            


    

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

     

    as may be agreed
between the Investors (acting reasonably) in any such case.

     

    Any capital,
liquidity or funding requirement or other directly attributable cost incurred or
any guarantee, collateral or security provided by the Investors pursuant to this
Clause 13.3.3 shall be met by the Investors in the Consortium Proportions by no
later than the earlier of (i) the date specified by the relevant Regulator or
(ii) 60 Business Days following the date on which the Board notifies the
Investors pursuant to Clause 13.3.1.

     

    
      	
               
      

            	
              13.3.4

            	
              If the DNB or
      any other Regulator increases the capital, liquidity or other funding
      requirement of RBS, or requires an additional guarantee, collateral or
      security to be provided in respect thereof and such requirement arises in
      whole or in part in relation to a State Acquired Business or Santander
      Acquired Business, RBS and the State or Santander, respectively, will in
      good faith and acting reasonably consider what actions should be taken to
      meet the DNB or other Regulator’s requirement or otherwise alleviate the
      problem. Such actions could include the provision of additional capital,
      liquidity or other funding by the State to the State Acquired Business, by
      Santander to the Santander Acquired Business or, subject to the agreement
      of terms including as to the return of such capital, liquidity or other
      funding (such agreement not to be unreasonably withheld), the provision by
      the relevant Investor of additional capital, liquidity or other funding to
      RBS.

            


    

     

    
      	
              13.4

            	
              Minimum
      Ratios and Capital and Funding
Requirements

            


    

     

    
      	
               
      

            	
              13.4.1

            	
              If at any
      time (i) an Investor’s interest in the Retained Business or (ii) any
      Acquired Business (the “Undercapitalised
      or Underfunded Business”) does not, or is expected, on the basis of
      then current capital, funding and/or other projections, in the foreseeable
      future not to exceed the Minimum Ratios (as defined below), RBS shall
      notify the State (if the Undercapitalised or Underfunded Business is a
      State Acquired Business), Santander (if the Undercapitalised or
      Underfunded Business is a Santander Acquired Business) and/or the State
      and Santander (if the Undercapitalised or Underfunded Business is the
      Retained Business) and provide details of the funding, capital or
      liquidity that must be provided (the “Support”)
      to ensure that the Undercapitalised or Underfunded Business is in
      compliance with the Minimum Ratios. In the case of the Retained Business,
      compliance with the Minimum Ratios shall be determined for each Investor
      on the basis of that Investor’s share of the total assets, liabilities,
      and risk weighted assets of the Retained Business (determined in
      Consortium Proportions) and the equity capital and funding provided by the
      Investor. The Minimum Ratios are defined as
  follows:

            


    

     

    
      	
               
      

            	
              (i)

            	
              in the case
      of Tier 1 equity capital, satisfies the Tier 1 capital ratio set by the
      relevant Regulator (the “Minimum
      Equity Ratio”) plus 25 per cent. of the Tier 1 equity capital
      required under the Minimum Equity Ratio for the Undercapitalised or
      Underfunded Business (the “Capital
      Buffer”);

            


    

     

    
      	
               
      

            	
              (ii)

            	
              in the case
      of Tier 2 capital, satisfies the Total Capital Ratio, provided that if the
      Undercapitalised or Underfunded Business has sufficient Tier 1 equity
      capital in excess of the Minimum Equity Ratio to meet the Total Capital
      Ratio, no further Support shall be required;
and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              has Funding,
      defined as the sum of equity capital and Third Party Liabilities, that is
      at least equal to the Third Party Assets attributable to that Underfunded
      or Undercapitalised Business (the “Minimum
      Funding

            


    

    
       

      
        
          
          

        

        
          36

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                 

              	
                Requirement”).
      For the avoidance of doubt, in the case of the Retained Business, the
      Minimum Funding Requirement of each Investor shall be determined based on
      the Funding position of each Investor and that Investor’s share (based on
      Consortium Proportions) of the Third Party Assets of the Retained
      Business.

              


      

       

    

    the Minimum Equity
Ratio, the Total Capital Ratio and the Minimum Funding Requirement being
together the “Minimum
Ratios”. In the case of any Support in respect of the Retained Business,
the notice shall set out the Support that is required from each Investor to
ensure that the aggregate requirements of the Retained Business as to capital,
funding and liquidity are shared in the Consortium Proportions.

     

    
      	
               
      

            	
              13.4.2

            	
              At the time
      of or following notification under Clause 13.4.1, RBS may, if it
      determines that the prevailing circumstances are such that it cannot
      provide the Support in accordance with the principles set out in Clauses
      13.2.3 and 13.2.4, by giving notice to the relevant Investor(s) (such
      notice being a “Support
      Notification”), require the Investor that is required to acquire
      the Undercapitalised or Underfunded Business (if the Undercapitalised or
      Underfunded Business is an Acquired Business) or each Investor in the
      Consortium Proportions (if the Undercapitalised or Underfunded Business is
      part of the Retained Business) to contribute Support directly or
      indirectly, in a form that qualifies as regulatory capital as determined
      by the Regulators in the case of Support required in connection with the
      Minimum Equity Ratio, to the Undercapitalised or Underfunded Business to
      enable it to meet the relevant Minimum
Ratios.

            


    

     

    
      	
               
      

            	
              13.4.3

            	
              In respect of
      any additional Support to be provided to an Undercapitalised or
      Underfunded Business pursuant to Clause 13.4, such Support shall be
      provided by the relevant Investor within 60 Business Days of receipt of
      the Support Notification unless otherwise agreed by the relevant Investor
      and RBS.

            


    

     

    
      	
              13.5

            	
              Terms
      on which Further Capital and / or Funding will be
  provided

            


    

     

    If an Investor is
required to provide further funding, capital or liquidity pursuant to Clause
13.3 or 13.4, the relevant Investor shall be required to contribute or provide
the following amounts in addition to any funding, liquidity or capital to be
provided pursuant to Clauses 13.3 or 13.4, such additional funding, liquidity or
capital to be provided to the RBS Acquired Business:

     

    
      	
               
      

            	
              13.5.1

            	
              in respect of
      ordinary equity share capital, interest on the amount to be provided
      calculated at a rate of *** for the first 60 days from the notification of
      the equity capital requirement (either pursuant to Clause 13.3.1 or by a
      Support Notification) and at a rate of *** for any period thereafter, in
      each case to the date that the capital is
  provided;

            


    

     

    
      	
               
      

            	
              13.5.2

            	
              in respect of
      Tier 2 capital:

            


    

     

    
      	
               
      

            	
              (i)

            	
              interest on
      the amount to be provided calculated at a rate of *** from the
      notification of the Tier 2 requirement (either pursuant to Clause 13.3.1
      or by a Support Notification) to the date that the Tier 2 capital is
      provided; plus

            


    

     

    
      	
               
      

            	
              (ii)

            	
              any interest
      due under Clause 13.2.3(i); and

            


    

     

    
      
        

      

      ***   Indicates omission
of material, which has been separately filed, pursuant to a request for
confidential treatment.

    

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              13.5.3

            	
              in respect of
      funding or liquidity:

            


    

     

    
      	
               
      

            	
              (i)

            	
              interest on
      the amount to be provided calculated at *** from the notification of the
      funding or liquidity requirement (either pursuant to Clause 13.3.1 or by a
      Support Notification) to the date that the funding or liquidity is
      provided; plus

            


    

     

    
      	
               
      

            	
              (ii)

            	
              any interest
      due under Clause 13.2.4(i).

            


    

     

    
      	
              13.6

            	
              Repatriations
      of Funding, Capital and Liquidity

            


    

     

    
      	
               
      

            	
              13.6.1

            	
              RBS will
      inform Santander and the State on a monthly basis whether their respective
      Acquired Businesses or the Retained Business has liquidity, capital or
      funding that exceeds the Minimum Ratios (an “Overfunded
      Business”). If the Overfunded Business
  exceeds:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the Minimum
      Equity Ratio plus the Capital Buffer by €1,000,000 or more, the Company
      and the Investors shall use their reasonable endeavours to repatriate any
      excess equity capital to the State (after settlement of the Company’s
      obligations under any perpetual loan advanced to the Company by ABN AMRO
      Bank as contemplated in clause 13.2.1) if the Overfunded Business is a
      State Acquired Business, to Santander if the Overfunded Business is a
      Santander Acquired Business or the State and Santander in their respective
      Consortium Proportions if the Overfunded Business is the Retained
      Business, as soon as reasonably practicable after such notification and
      subject to applicable law and regulation, provided that such repatriation
      does not result in a breach of the Minimum Funding Requirement;
      and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the Minimum
      Funding Requirement by €1,000,000 or more, the Company and the Investors
      shall use their reasonable endeavours to repay any excess funding to the
      State if the Overfunded Business is a State Acquired Business, Santander
      if the Overfunded Business is a Santander Acquired Business or the State
      and Santander in their respective Consortium Proportions if the Overfunded
      Business is the Retained Business, as soon as reasonably practicable after
      such notification and subject to applicable law and regulation, provided
      that such repayment does not result in a breach of the Minimum Equity
      Ratio or Total Capital Ratio.

            


    

     

    
      	
               
      

            	
              13.6.2

            	
              The amount
      repatriated to the State and/or Santander shall be increased as
      follows:

            


    

     

    
      	
               
      

            	
              (i)

            	
              in respect of
      equity capital, interest on the amount to be repatriated calculated at a
      rate of *** for the first 60 days from the date the amount of equity
      capital exceeded the Minimum Equity Ratio plus the Capital Buffer by
      €1,000,000 or more and at a rate of *** for any period thereafter, in each
      case to the date that the Tier 1 equity capital is repatriated;
      and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              in respect of
      funding or liquidity, interest on the amount to be repaid calculated at
      *** from the date the level of funding exceeded the Minimum Funding
      Requirement to the date that the funding or liquidity is repaid,
      

            


    

     

    
      
        
          

        

        ***   Indicates omission
of material, which has been separately filed, pursuant to a request for
confidential treatment.

      

    

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

     

    
      
        	
                 
      

              	
                 

              	
                provided that
      interest payable in respect of any excess shall only be payable pursuant
      to this Clause 13.6.2(ii) or 13.2.5, not
both.

              


      

       

    

    
      	
               
      

            	
              13.6.3

            	
              For the
      purposes of this Clause 13.6, references to “repatriations” shall include
      distributions and/or dividends to Investors directly or indirectly in
      accordance with Clause 15 or and references to “repayments” shall include
      repayment of loans as may be
appropriate.

            


    

     

    
      	
               
      

            	
              13.6.4

            	
              In relation
      to any repatriation for the purposes of this Clause 13.6 and only to the
      extent that RBS Holdings is unable or not permitted by law or regulation
      to provide the Company with the requisite funds to meet its obligations of
      this Clause 13.6, RBS undertakes to use reasonable endeavours to procure
      that the Company is funded such that it can make repatriations as
      contemplated by this Clause 13.6, provided
that:

            


    

     

    
      	
               
      

            	
              (i)

            	
              if RBS
      provides the Company with the requisite capital, liquidity or funding, the
      corresponding excess liquidity, funding or capital in the RBS Holdings
      Group is reallocated from the Overfunded Business to the RBS Acquired
      Business;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              RBS shall not
      be required to take any action pursuant to this Clause 13.6 which would
      give rise to any obligation on RBS to seek approval of its shareholders
      for the proposed transaction in accordance with the Listing Rules made by
      the FSA under Part VI of the Financial Services and Markets Act 2000 (as
      amended from time to time); and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              RBS shall not
      be required to take any action if such action would be contrary to any
      applicable regulation, law, or directions from
  Regulators.

            


    

     

    
      	
               
      

            	
              13.6.5

            	
              For the
      avoidance of doubt, an Investor’s entitlement to any excess equity or
      funding under this Clause 13.6 shall not expire until such excess no
      longer exists or repatriation of such excess has been
      effected.

            


    

     

    
      	
              13.7

            	
              Discussions
      with Investors

            


    

     

    In event of request
for additional funding or capital (or likewise) under this Clause 13, RBS shall,
immediately after it or the Company notifies the Investors of the request in
accordance with this Clause 13, arrange a meeting of the relevant
representatives of the Investors to discuss the background to the need for such
funding.

     

     

    
      	
              14

            	
              New
      Shareholders

            


    

     

    
      	
              14.1

            	
              Each of the
      parties undertakes to procure that no shares in the capital of the Company
      shall be allotted, issued or Transferred to or otherwise acquired by a
      person who is not already a party to this Agreement (a “New
      Shareholder”) unless the New Shareholder has executed and delivered
      a deed of accession in the form set out in Schedule
      6.
      The Company will, to the extent permitted by law, not enter the New
      Shareholder in the register of members unless this Clause 14
      has been complied with in all
respects.

            


    

     

    
      	
              14.2

            	
              The form of
      the deeds of accession set out in Schedule
      6
      and the requirements of this Clause 14
      may be varied in a manner approved in writing by the
      Shareholders.

            


    

     

    
      	
              14.3

            	
              All executed
      deeds of accession shall be delivered to and held by the Company (for both
      itself and the other parties to this
Agreement).

            


    

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

     

    
      	
              14.4

            	
              Subject to
      Clause 14.5,
      no party may assign, Transfer or create any trust in respect of, or
      purport to assign, Transfer, or create any trust in respect of, any of its
      rights or obligations under this Agreement without having first obtained
      the consent of the Shareholders, together with all relevant third party
      and regulatory consents.

            


    

     

    
      	
              14.5

            	
              An Investor
      may assign all or any proportionate part of its rights under this
      Agreement (including its proportionate part of the benefit of the
      warranties) to a person to whom it Transfers Shares in the capital of the
      Company in accordance with this Agreement, and any other Transaction
      Document as appropriate. No such assignment shall release any such
      Investor of its obligations hereunder for which it shall be jointly and
      severally liable with such assignee and provided that if such assignee
      ceases to be a wholly owned member of its Group of the relevant Investor
      such Investor shall procure that such assignee immediately reassigns such
      rights and obligations to it or to another of its wholly owned Group
      members (such further assignee being itself subject to the provisions of
      this clause).

            


    

     

    
      	
              14.6

            	
              Subject to
      Clauses 14.5 and 14.7,
      a person who has entered into a Deed of Accession pursuant to this
      Agreement shall have the benefit of and be subject to the burden of all
      the provisions and continuing obligations of this Agreement as if it had
      been an original party in the capacity designated in the deed of accession
      and this Agreement shall be interpreted accordingly. Without limiting the
      general nature of this Clause 14.6,
      where the person is designated as an Investor in a Deed of Accession, it
      shall be entitled to the benefit of all representations, covenants,
      warranties and undertakings which this Agreement contemplates are given to
      the Investors, and “Investors” shall be construed
    accordingly.

            


    

     

    
      	
              14.7

            	
              Nothing in
      this Clause 14
      shall affect a party’s accrued rights and obligations under this Agreement
      or shall be construed as requiring any party to perform again any
      obligation or discharge again any liability already performed or
      discharged, or as entitling any party to receive again any benefit already
      enjoyed.

            


    

     

     

    
      	
              15

            	
              Distributions
      and Repurchases

            


    

     

    
      	
              15.1

            	
              Power
      of Board to pay dividends

            


    

     

    Subject to any
additional legal requirements, the payment or declaration of any dividend or
other distribution on account of shares in the capital of the Company (including
the timing and amounts of any such payments) shall be decided by the Board
provided that no dividend or other distribution shall be paid on any class of
Shares without the consent of the Investor(s) holding such Shares and that if
any decision to pay or make a dividend or other distribution is made it shall be
made in accordance with the rights attaching to the Shares.

     

    
      	
              15.2

            	
              Repurchases
      of Shares

            


    

     

    Subject
to any legal requirements, the Investors may agree that, rather than returning
any Business Assets of Acquired Businesses or the Retained Businesses to the
relevant Investor by way of dividends, any Business Assets (or cash equal to the
value of the Business Assets) shall be returned to Investors by the repurchase
by the Company of Shares or the purchase of Shares by RBS (or a member of the
RBS Group), in either case for consideration equal to the value of the Business
Assets to be returned to the relevant Investor.

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

     

    
      	
              16

            	
              Confidentiality
      and Announcements

            


    

     

    
      	
              16.1

            	
              General
      Restrictions

            


    

     

    None of the parties
shall, at any time, whether before or after the termination of this Agreement,
divulge or permit its officers, employees, agents, advisers or contractors to
divulge to any person (other than to any respective officers or employees of a
party or a person to whom, in each case, disclosure of information is permitted
by this Agreement and who require the same to enable them properly to carry out
their duties):

     

    
      	
               
      

            	
              16.1.1

            	
              any of the
      contents of any of the Transaction Documents or the Investors’ shared
      strategy with respect to the
Transaction;

            


    

     

    
      	
               
      

            	
              16.1.2

            	
              any
      information which it may have or acquire (whether before or after the date
      of this Agreement) relating to the business and/or any customers of or
      suppliers to the business, or otherwise to the business, assets or affairs
      of the Acquired Businesses which have been or which are to be acquired by
      any other party hereunder or, in each case, of the Retained
      Group;

            


    

     

    
      	
               
      

            	
              16.1.3

            	
              any
      information which, in consequence of the negotiations relating to this
      Agreement or of being a party being involved in the business in any manner
      whatsoever (including as an Investor and as a nominator of a Director) or
      performing or exercising its rights and obligations under this Agreement,
      any party may have acquired (whether before or after the date of this
      Agreement) with respect to the customers, business, assets or affairs of
      any other party.

            


    

     

    
      	
              16.2

            	
              Excluded
      Information

            


    

     

    The restrictions
imposed by Clause 16.1
shall be subject to Schedule 6 and shall not apply in respect of any
information:

     

    
      	
               
      

            	
              16.2.1

            	
              which now or
      hereafter comes into the public domain otherwise than as a result of a
      breach of such undertaking of
confidentiality;

            


    

     

    
      	
               
      

            	
              16.2.2

            	
              which is
      obtained by the receiving party from a person who is not party to this
      Agreement (other than any Investor’s Group member) and who is not subject
      to a confidentiality obligation to any other party to this Agreement in
      respect of the information being provided;
or

            


    

     

    
      	
               
      

            	
              16.2.3

            	
              which is
      obtained or transmitted by any party by virtue of a Permitted
      Disclosure.

            


    

     

     

    
      	
              17

            	
              Advisers
      and Costs

            


    

     

    Subject to the
provisions of each Tax Agreement, each Investor shall pay its own costs incurred
in connection with the Transaction and the preparation, execution and
implementation of the Transaction Documents, save the extent that the Investors
agree that such costs should be borne by the Company.

     

     

    
      	
              18

            	
              Supremacy
      of this Agreement

            


    

     

    
      	
              18.1

            	
              If there is
      any conflict or inconsistency between the provisions of this Agreement and
      the Articles then for the purposes of giving effect to the letter or
      spirit of this Agreement, this Agreement shall prevail to the extent
      legally permitted. Each Investor shall use its
  rights

            


    

    
       

      
        
          
          

        

        
          41

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                and powers to
      procure that the Articles are amended, to the extent legally permitted, so
      as to accord with and give effect to the provisions of this
      Agreement.

              


      

       

    

    
      	
              18.2

            	
              In relation
      to the subject matter of the Litigation Management Agreement, to the
      extent there is any conflict or inconsistency between the provisions of
      this Agreement and the Litigation Management Agreement, the provisions of
      the Litigation Management Agreement shall prevail to the extent legally
      permitted.

            


    

     

    
      	
              18.3

            	
              In relation
      to the subject matter of any Tax Agreement, paragraph 1.3 of Part 9 of
      Schedule 1 shall apply in the case of any conflict or inconsistency
      between the provisions of this Agreement and the relevant Tax
      Agreement.

            


    

     

     

    
      	
              19

            	
              Entire
      Agreement and Non Reliance

            


    

     

    
      	
              19.1

            	
              Entire
      Agreement

            


    

     

    This Agreement and
each Transaction Document constitute the entire agreement and, subject to Clause
2, supersede any previous agreements between the parties relating to the subject
matter of this Agreement.

     

    
      	
              19.2

            	
              Non
      Reliance

            


    

     

    Each
party acknowledges and represents that it has not relied on or been induced to
enter into this Agreement by a representation, warranty or undertaking (whether
contractual or otherwise) given by any other party
other than those set out in Clause 10 and
Schedule 4,
or otherwise as expressly set out in this Agreement or in a Transaction
Document.

     

    
      	
              19.3

            	
              Exclusion
      of Liability

            


    

     

    Save
as provided in Clause
10, no
party is liable to another party (in equity, contract or tort (including
negligence) for a representation, warranty or undertaking that is not set out
expressly in this Agreement or in a Transaction
Document.

     

    
      	
              19.4

            	
              Further
      acknowledgements

            


    

     

    Each
of the Investors acknowledges, represents
and
agrees that:

     

    
      	
               
      

            	
              19.4.1

            	
              (i) other
      than as set out in this Agreement, it has not relied on or been induced to
      enter into this Agreement by any representation, warranty, recommendation,
      advice or undertaking (whether contractual or otherwise) given by any
      member of another Investor Group and (ii) no member of an Investor Group
      shall have any liability to any other Investor or to any member of an
      Investor Group (in equity, contract or tort (including negligence)) for a
      representation, warranty or undertaking that is not expressly set out in
      this Agreement or in any other Transaction
  Document;

            


    

     

    
      	
               
      

            	
              19.4.2

            	
              it has made
      its own investigations into, and appraisals and assessment of, the
      Company, each member of the RBS Holdings Group and the business of the RBS
      Holdings Group and will continue to do so for so long as it is the holder
      of, or otherwise interested in, Shares, and no other Investor and no
      member of that Investor Group shall have any liability to it in connection
      with its decision to enter into the transactions contemplated by this
      Agreement and the other Transaction Documents (as
    applicable);

            


    

     

    
      	
               
      

            	
              19.4.3

            	
              save to the
      extent otherwise agreed in writing by any other Investor or by a member of
      that Investor Group, it is owed no duty of care or other obligation by
      any

            


    

    
       

      
        
          
          

        

        
          42

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                 

              	
                other
      Investor or by any member of that Investor Group in connection with its
      decision to enter into the transactions contemplated by this Agreement and
      the other Transaction Documents (as
applicable);

              


      

       

    

    
      	
              19.5

            	
              Fraud
      etc.

            


    

     

    Nothing
in this Clause
19 shall
have the effect of restricting or limiting any liability arising as a result of
any fraud, wilful misconduct or wilful concealment.

     

     

    
      	
              20

            	
              General

            


    

     

    
      	
              20.1

            	
              Counterparts

            


    

     

    This Agreement may
be executed in any number of counterparts, each of which when executed and
delivered is an original and all of which together evidence the same
agreement.

     

    
      	
              20.2

            	
              Variations

            


    

     

    A variation of this
Agreement is only valid if it is in writing and signed by or on behalf of each
of the Investors and the Company.

     

    
      	
              20.3

            	
              Waiver

            


    

     

    The failure to
exercise or delay in exercising a right or remedy provided by this Agreement or
by law does not impair or constitute a waiver of the right or remedy or an
impairment of or a waiver of other rights or remedies. No single or partial
exercise of a right or remedy provided by this Agreement or by law prevents
further exercise of the right or remedy or the exercise of another right or
remedy. 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 to be a waiver of any
subsequent breach.

     

    
      	
              20.4

            	
              Release

            


    

     

    Any liability to
any party under this Agreement may in whole or in part be released, compounded
or compromised or time or indulgence given by that party in its absolute
discretion as regards any party under such liability without in any way
prejudicing or affecting its rights against any other party under the same or a
like liability, whether joint and several or otherwise.

     

    
      	
              20.5

            	
              Continuing
      Obligations

            


    

     

    Except to the
extent that they have been performed and except where this Agreement provides
otherwise, the warranties, representations, obligations and undertakings
contained in this Agreement remain in force after Completion.

     

    
      	
              20.6

            	
              No
      Partnership

            


    

     

    Nothing contained
in this Agreement (and no action taken by a party pursuant to its terms) is to
be construed as creating a partnership or (unless expressly stated otherwise)
agency relationship between any of the parties.

     

    
      	
              20.7

            	
              Illegality

            


    

     

    If any provision in
this Agreement shall be held to be illegal, invalid or unenforceable, in whole
or in part, under the law of any jurisdiction, the legality, validity or
enforceability of

     

    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    

     

    such provision or
part under the law of any other jurisdiction and the legality, validity and
enforceability of the remainder of this Agreement shall not be
affected.

     

    
      	
              20.8

            	
              Successors
      and Permitted
      Assigns

            


    

     

    The provisions of
this Agreement shall be binding upon the parties’ respective successors and
permitted assigns, but such persons shall not be entitled to the benefit of its
provisions unless they have entered into a deed of accession.

     

    
      	
              20.9

            	
              Several
      and not joint or joint and several
  obligations

            


    

     

    Except where
expressly stated otherwise in this Agreement, all obligations, undertakings and
statements in this Agreement are several and not joint or joint and
several.

     

    
      	
              20.10

            	
              Further
      Assurance

            


    

     

    
      	
            	
              20.10.1

            	
              Each of the
      parties (subject to applicable laws and regulation) agrees to take all
      such action or procure that all such action is taken as is reasonable in
      order to implement the terms of this Agreement or any transaction, matter
      or thing contemplated by this Agreement. Every representation, warranty,
      undertaking or indemnity in this Agreement which is expressed to be given
      to the Investors is given to each Investor separately and each Investor
      shall have a separate claim and right of action in respect of every
      breach.

            


    

     

    
      	
            	
              20.10.2

            	
              Each Investor
      shall exercise its respective voting rights in a general meeting of the
      Company in such a manner so as to be consistent with the intentions of the
      parties set out in this Agreement or with any provision of this Agreement
      including, without limitation, to procure that all resolutions required to
      facilitate the declaration or payment by any Group Company of dividends
      consistent with Clause 15.1 are
      duly passed.

            


    

     

    
      	
            	
              20.10.3

            	
              Notwithstanding
      any other provision of this Agreement, none of the parties or any members
      of their respective Groups shall be required to take any action or do or
      omit to do anything which causes any of the other parties, any member of
      their respective Groups or any member of the RBS Holdings Group to breach
      any applicable law or regulatory requirement. Each party will and shall
      procure that each member of its Group shall co-operate with each other
      party with a view to ensuring (insofar as it is reasonably able and
      subject to applicable law and regulations and the provisions of this
      Agreement) that for as long as any Acquired Business, Retained Business
      and/or RBS Holdings Group Company is the subject of clauses 5 and 6 of
      this Agreement, such business and/or company will conduct its affairs in
      compliance with the applicable regulatory requirements of each relevant
      Regulator.

            


    

     

    
      	
              20.11

            	
              Third
      Party Rights

            


    

     

    
      	
            	
              20.11.1

            	
              The
      obligations of each Investor under the terms of this Agreement expressed
      to be owed to any member of the Retained Group may be enforced by each
      relevant member of the Retained Group whilst such member remains part of
      the Retained Group from time to
time.

            


    

     

    
      	
            	
              20.11.2

            	
              Obligations
      of the Company under the terms of this Agreement expressed to be owed to
      an Investor (or members of its Group and in the case of RBS, the Wider RBS
      Group) may be enforced by that Investor or members of its Group
      (including, with effect from 10 October 2007, its Acquired Companies
      whilst such Acquired

            


    

    
       

      
        
          
          

        

        
          44

          
            

          

        

        
          
          

        

      

       

      
        	
              	
                 

              	
                Companies
      remain part of the RBS Holdings Group or the relevant Investor’s Group
      and, in the case of RBS, the Wider RBS
Group).

              


      

       

    

    
      	
            	
              20.11.3

            	
              The
      obligations of each Investor expressed to be owed to another Investor (or
      members of its Group and in the case of RBS, the Wider RBS Group) may be
      enforced by the relevant Investor or by members of its Group (including,
      with effect from 10 October 2007, its Acquired Companies whilst such
      Acquired Companies remain part of the RBS Holdings Group or the relevant
      Investor’s Group and, in the case of RBS, the Wider RBS
      Group).

            


    

     

    
      	
            	
              20.11.4

            	
              Except where
      expressly provided otherwise in this Agreement, 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, but this does not
      affect any right or remedy of a third party which exists or is available
      apart from that Act.

            


    

     

    
      	
            	
              20.11.5

            	
              Where,
      pursuant to the terms of this Agreement, a third party has been expressly
      granted rights under the Contracts (Rights of Third Parties) Act 1999, the
      consent of such third party shall not be required for the variation of
      this Agreement or the waiver of any provision in
  it.

            


    

     

    
      	
            	
              20.11.6

            	
              Enforcement
      of third party rights in relation to this Agreement shall be in accordance
      with the provisions of Clause 22.2.

            


    

     

    
      	
              20.12

            	
              Unlawful
      fetters

            


    

     

    The Company shall
not be bound by any provision of this Agreement to the extent that it would
constitute an unlawful fetter on any of its statutory powers, but that provision
shall remain valid and binding as regards the other parties to this Agreement to
which it is expressed to apply.

     

    
      	
              20.13

            	
              Default
      Interest

            


    

     

    If any party fails
to pay any amount due and payable by it under this Agreement or under any
judgment in connection with this Agreement (save for any payments due under
Clause 13, for which the provisions of Clause 13.4 shall apply), such party
shall pay to the party or parties to whom the same was due, interest on such
overdue amount from the due date until the date of actual payment, both before
and after a judgment, at the Default Interest Rate.

     

     

    
      	
              21

            	
              Notices

            


    

     

    
      	
              21.1

            	
              Save as set
      out in paragraph 14 of Schedule 2, any notice or other document to be
      given under this Agreement shall be in writing in English and shall be
      deemed duly given if delivered to the recipient as its fax number or
      address set out below or any other fax number or address notified to the
      parties for the purposes of this Agreement, if left at or sent by (i)
      airmail or express or other fast postal service or (ii) facsimile
      transmission or other means of telecommunication in permanent written form
      to the following address or number:

            


    

     

    
      
        	 	
                21.1.1

              	
                RBS

              	 
      
	 	 
      	
                Address

              	
                House
      G

              
	 	 
      	 
      	
                RBS
      Gogarburn

              


      

    

    
    

     

    
    

    
    

    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    

     

    
      
        	 	 
      	 
      	
                Edinburgh

              
	 	 
      	 
      	
                EH12
      1HQ

              
	 	 
      	
                Fax
      No.

              	
                +44 131 626
      2997

              
	 	 	 
	 	 
      	
                For the
      attention of Group General Counsel

              
	 	 	 
	 	
                21.1.2

              	
                Santander

              	 
      
	 	 	 	 
	 	 
      	
                Address

              	
                Cuidad Grupo
      Santander

              
	 	 
      	 
      	
                28660
      Boadilla del Monte

              
	 	 
      	 
      	
                Madrid

              
	 	 
      	 
      	
                Spain

              
	 	 
      	
                Fax
      No.

              	
                +34 91 257
      1524

              
	 	 	 
	 	 
      	
                For the
      attention of General Counsel

              
	 	 	 
	 	
                21.1.3

              	
                the
      State

              	 
      
	 	 	 	 
	 	 
      	
                Address

              	
                Ministry of
      Finance

              
	 	 
      	 
      	
                Korte
      Voorhout 7/P.O. Box 20201

              
	 	 
      	 
      	
                2500 EE The
      Hague

              
	 	 
      	
                Fax
      No.

              	
                +31 70342 79
      33

              
	 	 	 
	 	 
      	
                For the
      attention of the Director of Financieringen (at the time of this
      Agreement, Wouter Raab)
      and the Director of Bureau Financiele Instellingen (at the time of this
      Agreement,
      Rens Bröcheler)

              
	 	 	 	 
	 	
                21.1.4

              	
                Company

              	 
      
	 	 	 	 
	 	 
      	
                Address

              	
                Strawinskylaan
      3105

              
	 	 
      	 
      	
                1077ZX
      Amsterdam

              
	 	 
      	 
      	
                The
      Netherlands

              


      

    

    
    

     

    
      	
              21.2

            	
              Any notice
      shall be delivered by hand or sent by fax or by express or other fast
      means of postal service. Any notice shall be deemed to have been received
      on the next working day in the place to which it is sent if sent by fax or
      72 hours from the time of posting if sent by
  post.

            


    

     

    
      	
              22

            	
              Choice
      of law and arbitration

            


    

     

    
      	
              22.1

            	
              Governing
      Law

            


    

     

    This Agreement and
the documents to be entered into pursuant to it, save as expressly referred to
therein, and any non-contractual obligations arising out of or in connection
with this Agreement, shall be governed by and construed in accordance with
English law.

     

    
      	
              22.2

            	
              Arbitration

            


    

     

    
      	
               
      

            	
              22.2.1

            	
              Subject to
      Clause 9 (as varied where applicable in accordance with the Schedules to
      this Agreement), any dispute arising out of or connected with this
      Agreement, including a dispute as to the validity or existence of this
      Agreement and/or this Clause 22.2, shall be resolved by arbitration in
      Paris, France conducted in English by three arbitrators pursuant to the
      rules of the ICC, save that, unless the parties agree otherwise, the third
      arbitrator, who shall act as chairman of the tribunal,
    shall

            


    

    
       

      
        
          
          

        

        
          46

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                 

              	
                be chosen by
      the two arbitrators appointed by or on behalf of the parties. If he is not
      chosen and nominated to the ICC for appointment within 30 days of the date
      of confirmation by the ICC of the later of the two party-appointed
      arbitrators to be confirmed, he shall be chosen by the
  ICC.

              


      

       

    

    
      	
               
      

            	
              22.2.2

            	
              All the
      parties irrevocably submit to the non-exclusive jurisdiction of the courts
      of England to support and assist the arbitration process pursuant to
      Clause 22, including if necessary the grant of interlocutory relief
      pending the outcome of that
process.

            


    

     

    
      	
               
      

            	
              22.2.3

            	
              The
      substantive law of the arbitration shall be English
  law.

            


    

     

    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

       

    

    Schedule
1 –
Part 1

     

    Transfer
of the Acquired Businesses

     

    Introduction

     

    
      	
              1

            	
              The
      Transfer Conditions

            


    

     

    
      	
              1.1

            	
              Completion of
      the transfer of any Acquired Business under this Agreement shall in all
      respects be conditional on the fulfilment of the following
      conditions:

            


    

     

    
      	
               
      

            	
              1.1.1

            	
              all
      authorisations, orders, grants, recognitions, confirmations, consents,
      clearances, certificates, licences, permissions and approvals necessary or
      reasonably considered by the relevant Investor and any other affected
      Investor to be necessary or appropriate for or in respect of the relevant
      transfer having been obtained, in terms and in a form reasonably
      satisfactory to that Investor and to any other affected
      Investor;

            


    

     

    
      	
               
      

            	
              1.1.2

            	
              no order
      having been issued (and remaining in effect) by any court or other
      governmental authority, and no statute, rule, regulation, executive order,
      decree or other order of any kind existing or having been enacted, entered
      or enforced by any governmental or regulatory authority, which (in any
      such case to an extent which is material in the context of the relevant
      sale and purchase) prohibits, restrains or restricts Completion of the
      sale of the relevant Acquired
Business;

            


    

     

    
      	
               
      

            	
              1.1.3

            	
              to the extent
      reasonably necessary for the transfer of such Acquired Business,
      negotiation or determination of any relevant definitive agreements as
      referred to in Clauses 5.2 and 9.

            


    

     

    
      	
              1.2

            	
              Each of the
      parties shall use its reasonable endeavours to procure the fulfilment of
      the Transfer Conditions as soon as
possible.

            


    

     

    
      	
              1.3

            	
              Each Investor
      may waive in whole or in part any of the Transfer Conditions set out in
      paragraphs 1.1.2 to 1.1.4 provided that such waiver does
    not:

            


    

     

    
      	
               
      

            	
              1.3.1

            	
              result in any
      breach by any other Investor, the Company or any member of their
      respective Groups of any legal or regulatory requirement;
    or

            


    

     

    
      	
               
      

            	
              1.3.2

            	
              result in any
      material financial detriment to any other Investor, the Company or any
      member of their respective Groups unless such persons are indemnified to
      their reasonable satisfaction against all Liabilities arising out of or in
      connection with such waiver; or

            


    

     

    
      	
               
      

            	
              1.3.3

            	
              result in any
      material non financial detriment to any other Investor, the Company or any
      member of their respective Groups.

            


    

     

    
      	
              1.4

            	
              If any of the
      Transfer Conditions attaching to the transfer of an Acquired Business
      becomes incapable of being satisfied (and, if the Transfer Condition is
      capable of being waived, the relevant party or parties refuse, when they
      are entitled to do so, to waive the Transfer Condition), all obligations
      of the parties under this Agreement in respect of such transfer shall
      terminate and the parties shall not have any claim against the others in
      respect thereof except for any prior breach of paragraph 1.2. To the
      extent that any asset is incapable of being transferred to an Investor
      (the “Relevant
      Investor”) or a member of
its

            


    

    
       

      
        
          
          

        

        
          48

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                Group as a
      result of a Transfer Condition failing to be satisfied, the following
      provisions shall apply:

              


      

       

    

    
      	
               
      

            	
              1.4.1

            	
              unless
      paragraph 1.4.2 applies such asset shall be sold on terms
      that:

            


    

     

    
      	
               
      

            	
              (i)

            	
              RBS NV shall
      obtain a Valuation Range for the Acquired Business in accordance with the
      principles set out in paragraph 13 of Schedule 2, mutatis
      mutandis;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              such sale
      shall be conducted (which shall include the negotiation of any terms of
      such sale) by the Managing (and, if appropriate, Supervisory) Board(s) of
      RBS NV unless otherwise required by any relevant regulatory or anti trust
      authority (in which event such sale shall be conducted in accordance with
      such requirements);

            


    

     

    
      	
               
      

            	
              (iii)

            	
              the net
      proceeds of sale shall be applied for the benefit of, and the Liabilities
      arising out of or in connection with such sale (including, without
      limitation, professional costs, Taxation and any Liabilities associated
      with any warranties or indemnities given in connection with such sale)
      shall be for the account of the Relevant Investor;
  and

            


    

     

    
      	
               
      

            	
              (iv)

            	
              the Investors
      (other than the Relevant Investor) shall be entitled to match any third
      party offer for the relevant Acquired Business on the terms of paragraph
      11 of Schedule 2 mutatis
      mutandis;

            


    

     

    
      	
               
      

            	
              (v)

            	
              RBS NV shall
      not sell the relevant Acquired Business for consideration which is less
      than the lowest point of the Valuation Range less 7.5 per cent. without
      the prior written consent of the Relevant Investor (such consent not to be
      unreasonably withheld taking into account, inter
      alia, the number of potential purchasers for the Acquired Business,
      any restrictions on the transfer of the relevant business imposed by a
      Regulator and any other applicable impediments to transfer);
      or

            


    

     

    
      	
               
      

            	
              1.4.2

            	
              if all of the
      Investors so agree (and on such terms as they may agree), such asset shall
      be treated as and deemed part of the Retained
  Business.

            


    

     

    
      	
              2

            	
              Transfer
      of the Acquired Businesses

            


    

     

    
      	
              2.1

            	
              Subject to
      the Transfer Conditions being satisfied or waived in accordance with
      paragraph 1, and in each case as at Completion of the relevant transfer,
      the Company shall procure that RBS Holdings or the relevant members of its
      Group shall transfer and each of the State and Santander shall directly or
      indirectly acquire (or procure the acquisition by a member of its Group
      of):

            


    

     

    
      	
               
      

            	
              2.1.1

            	
              in the case
      of the State, the State Acquired Businesses;
and

            


    

     

    
      	
               
      

            	
              2.1.2

            	
              in the case
      of Santander, the Santander Acquired
Businesses.

            


    

     

    
      	
              2.2

            	
              The intention
      of the parties is that RBS will either acquire the RBS Acquired Businesses
      in accordance with the principles of Clause 5 and Schedule 1, that it will
      sell the RBS Acquired Businesses to third parties or that it will acquire
      indirect ownership of the RBS Acquired Businesses by becoming the sole
      owner of the Company in accordance with Clause
  4.

            


    

     

    
      	
              2.3

            	
              Each Investor
      shall accept without enquiry, requisition or objection such title in the
      Acquired Business to be acquired by it (or a member of its Group), as RBS
      Holdings or the

            


    

    
       

      
        
          
          

        

        
          49

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                relevant
      member of the RBS Holdings Group may have and the Acquired Business Assets
      shall be transferred without the benefit of any undertakings, warranties,
      representations or other assurances whatsoever except insofar as they are
      contained in this Agreement, the Tax Agreements or as otherwise agreed by
      the Investors.

              


      

       

    

    
      	
              2.4

            	
              All
      companies, businesses and assets the transfer of which is required to be
      procured hereunder shall be transferred in the condition, in the place in
      which or to which they are situate and subject to all benefits, burdens,
      rights and restrictions to which they are subject at the time when the
      obligation to effect the transfer shall have become unconditional (subject
      to any other provisions of this
Agreement).

            


    

     

    
      	
              2.5

            	
              No
      representation or warranty is given by any party as to the nature,
      condition, fitness for purpose, merchantability or suitability of any
      company, business or asset.

            


    

     

    
      	
              2.6

            	
              The
      provisions of:

            


    

     

    
      	
               
      

            	
              2.6.1

            	
              Part 4 of
      this Schedule shall have effect in relation to employment
      matters;

            


    

     

    
      	
               
      

            	
              2.6.2

            	
              Part 5 of
      this Schedule shall have effect in relation to pensions
      matters;

            


    

     

    
      	
               
      

            	
              2.6.3

            	
              Part 6 of
      this Schedule shall have effect in relation to intellectual
      property;

            


    

     

    
      	
               
      

            	
              2.6.4

            	
              Part 7 of
      this Schedule shall have effect in relation to real
  estate;

            


    

     

    
      	
               
      

            	
              2.6.5

            	
              Part 8 of
      this Schedule shall have effect in relation to regulatory matters;
      and

            


    

     

    
      	
               
      

            	
              2.6.6

            	
              Part 9 of
      this Schedule and any Tax Agreements entered into between the parties
      shall have effect in relation to tax
matters.

            


    

     

    
      	
              3

            	
              Consideration
      for Acquired Business Transfers

            


    

     

    
      	
              3.1

            	
              Unless
      otherwise agreed, the consideration for the sale and purchase of the
      relevant assets shall be the payment by the relevant Investor, or such
      persons as it may procure, in cash (unless otherwise agreed by the
      Investors) on Completion of the appropriate proportion (determined in
      accordance with paragraph 3.2 below) of the fair market value of its
      Acquired Business (subject to adjustment as provided in this Schedule) to
      RBS Holdings or such persons as the Company may
  direct.

            


    

     

    
      	
              3.2

            	
              The Investors
      shall endeavour to agree in good faith the fair market value among the
      Acquired Business Assets of their respective Acquired Businesses that are
      to be transferred in accordance with Clause 5, in the period following
      execution of this Agreement, failing which such apportionment of the fair
      market value shall be determined in accordance with Clause 9 of this
      Agreement. If any cash consideration is received hereunder by RBS Holdings
      in respect of any of the Acquired Businesses, it shall be received by RBS
      Holdings on behalf of the Investor or members of the RBS Holdings Group
      who are the beneficial owners of the shares or assets to which it
      relates.

            


    

     

    
      	
              3.3

            	
              Payment of
      the appropriate proportion of any fair market value pursuant to paragraph
      3.1 shall be a good discharge of each Investor’s obligations to pay the
      consideration due in respect of all and any of the Acquired Business
      Assets to be acquired by it and the Investors shall have no obligation to
      enquire into the application
thereof.

            


    

     

    
      	
              4

            	
              Completion

            


    

     

    
      	
              4.1

            	
              Subject as
      provided in paragraph 6, Completion of any transfer of any Acquired
      Business or part thereof, shall take place at such location outside the
      United Kingdom as the parties shall agree (taking into account the
      possible imposition of Transfer Taxes) on
the

            


    

    
       

      
        
          
          

        

        
          50

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                Completion
      Date applicable to that Completion when the parties shall do such things
      and execute such documents as may reasonably be required by any other
      party to complete the relevant transfer including complying with the terms
      of any agreement relating to the implementation of any Legal Demerger or
      if the transfer is taking place by means of a sale and purchase by
      implementation of the following:

              


      

       

    

    
      	
               
      

            	
              4.1.1

            	
              the Company
      shall procure that at Completion the RBS Holdings Group will procure the
      delivery to the relevant Investor, at such location or locations as each
      Investor may reasonably specify not later than 2 Business Days prior to
      the Completion Date, of:

            


    

     

    
      	
               
      

            	
              (i)

            	
              undated
      transfers (to the extent required) in respect of such of the relevant
      Acquired Company Shares as are registered, duly executed by or on behalf
      of the registered holder and completed in favour of the relevant Investor
      or as it may direct, together with any certificates in respect of such
      Acquired Company Shares (to the extent required, duly endorsed in blank or
      in the name of the relevant
Investor);

            


    

     

    
      	
               
      

            	
              (ii)

            	
              share
      warrants to bearer in respect of such of the relevant Acquired Company
      Shares as are not in registered certificated form;
  and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              such other
      documents, notarial deeds or certificates, transfers or written consents
      as may be required to give a good title to such Acquired Company Shares or
      of the relevant Acquired Business Assets and (where appropriate) to enable
      the relevant transferee to become the registered holders
      thereof;

            


    

     

    
      	
               
      

            	
              4.1.2

            	
              the Company
      shall procure that any transfers referred to above be duly registered to
      the extent required (subject only to their being duly stamped where
      applicable);

            


    

     

    
      	
               
      

            	
              4.1.3

            	
              the Company
      shall procure the RBS Holdings Group to make available for collection at
      the normal location at which they are held, used or stored and give
      physical possession to each Investor or as it may direct of such of the
      Acquired Business Assets as are transferable by delivery and deliver to
      the transferee company under the relevant Legal Demerger or, on a sale and
      purchase, to the relevant Investor or as it may direct such documents of
      title or other records establishing title to the relevant Acquired
      Business Assets as are within its possession or
  control;

            


    

     

    
      	
               
      

            	
              4.1.4

            	
              if the
      transfer is being effected by means of a sale and purchase, the relevant
      Investor shall pay, or procure the payment by electronic funds transfer
      (for value on the day of transfer) to such bank account or accounts as the
      Company may specify, not later than 2 Business Days prior to the relevant
      Completion Date the relevant proportion of the fair market value
      applicable to the assets being transferred on the relevant Completion
      (determined in accordance with paragraph
3.2).

            


    

     

    
      	
              5

            	
              Third
      Party consents and approvals and pre-emption
  rights

            


    

     

    
      	
              5.1

            	
              Where any
      consent, approval or agreement of any third party is required prior to the
      acquisition by a Purchaser of shares in any Acquired Company or any of the
      Acquired Business Assets to be transferred to it pursuant to this
      Agreement and such consent, approval or agreement has not been obtained at
      or before the due date for Completion of the transfer, the relevant shares
      or assets shall not be transferred to a
  Purchaser,

            


    

    
       

      
        
          
          

        

        
          51

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                notwithstanding
      Completion, until the consent, approval or agreement has been
      unconditionally obtained and the parties shall, and shall procure that
      their subsidiaries shall, use their respective reasonable endeavours to
      obtain such consent, approval or agreement and shall provide each other
      with all such assistance and co-operation as may reasonably be required in
      seeking any such consent, approval or agreement, provided that no person
      shall be under any obligation to make any payments (in money or moneys
      worth) to, or release any right against, any other party for the purpose
      of obtaining any such consent, approval or
  agreement.

              


      

       

    

    
      	
              5.2

            	
              Subject to
      Clause 5.3, if any such consent, approval or agreement as is referred to
      in paragraph 5.1 which is required prior to the acquisition by a Purchaser
      of any shares in any Acquired Company or any of the Acquired Business
      Assets hereunder has not been obtained within 12 months of Completion,
      unless the parties otherwise agree, the relevant shares or assets shall be
      excluded from the transfer, and paragraph 1.4 shall apply to the relevant
      assets as if the Transfer Conditions are incapable of being
      satisfied.

            


    

     

    
      	
              5.3

            	
              Save in
      relation to transfers under the Legal Demerger Agreement (to which the
      provisions of the Legal Demerger Agreement shall apply and subject to Part
      9 of Schedule 1, pending the receipt of such consent, approval or
      agreement as is required for the transfer to the relevant Investor, or as
      it may direct, of any of the Acquired Business Assets as provided in
      paragraph 5.1:

            


    

     

    
      	
               
      

            	
              5.3.1

            	
              the Company
      shall procure that RBS Holdings shall, or shall procure that the member of
      the Retained Group holding the relevant assets shall, in each case to the
      extent permissible under any relevant law and subject to the requirements
      of any relevant Regulator:

            


    

     

    
      	
               
      

            	
              (i)

            	
              hold all such
      assets as agent for the relevant Investor, at all times deal therewith in
      accordance with that Investor’s instructions and not take any step or do
      anything in relation thereto without that Investor’s prior
      consent;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              promptly
      account to that Investor, or as it may direct, for all amounts received by
      it in respect of or relating to such
assets;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              to the extent
      that the relevant asset comprises one or more companies or businesses,
      deliver to that Investor at the end of each month unaudited management
      accounts comprising a profit and loss account, cash flow statement and
      balance sheet showing the results of such Acquired Company or Business for
      the month to which they relate and, on a cumulative basis, for the period
      since Completion, prepared as if the Acquired Company or Business was a
      separately incorporated member of the RBS Holdings Group and complying
      with generally accepted accounting principles in the jurisdiction in which
      the relevant Acquired Company or Acquired Business operates;
      and

            


    

     

    
      	
               
      

            	
              5.3.2

            	
              the relevant
      Investor shall promptly reimburse each member of the Retained Group all
      costs and expenses and shall indemnify each member of the Retained Group
      against all Liabilities incurred by it in relation to such Acquired
      Company or Acquired Business Assets or in relation to any of the Business
      Employees (or any persons who would have been Business Employees if the
      relevant Acquired Business had been transferred at Completion) other than
      any costs, expenses or Liabilities incurred as a result, direct or
      indirect, of any step, act or omission in breach of paragraph 5.1 which
      was not consented to or caused (directly
or

            


    

    
       

      
        
          
          

        

        
          52

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                 

              	
                indirectly)
      by the Investor and other than Tax which shall be dealt with in accordance
      with Part 9 of this Schedule 1 or the relevant Tax
    Agreement.

              


      

       

    

    
      	
              5.4

            	
              Where any
      third party is entitled to be offered or to elect to acquire any shares of
      any Acquired Company or any Acquired Business Assets before such shares or
      assets may be transferred to an Investor or as it may direct (and has not
      waived that right) then, unless the relevant procedures by which such
      third party is entitled to be offered or to elect to acquire all or any of
      such shares or assets have been completed and the relevant offer period or
      periods have expired prior to Completion, such shares or assets shall not
      be transferred, notwithstanding Completion, until the relevant procedures
      have been completed and the relevant periods have
  expired.

            


    

     

    
      	
              5.5

            	
              If any such
      third party as is referred to in paragraph 5.3 exercises its right to
      acquire all or any shares in an Acquired Company or Acquired Business
      Assets then such shares or assets shall be excluded from the relevant sale
      and, within 3 Business Days of receipt thereof, the Company shall procure
      that the relevant member of the RBS Holdings Group shall, pay or procure
      payment to the relevant Investor, or as it may direct, by way of repayment
      of the appropriate proportion of the fair market value, an amount equal to
      the amount actually received from such third party as consideration for
      the acquisition of such shares or assets less any third party costs
      incurred by RBS Holdings or any member of the RBS Holdings Group in
      connection therewith. Any Taxation incurred in connection with such sale
      shall be dealt with in accordance with Part 9 of this Schedule 1 or the
      relevant Tax Agreement.

            


    

     

    
      	
              5.6

            	
              Notwithstanding
      paragraphs 5.1 to 5.4 above, an Investor may elect to proceed with a
      transfer of an Acquired Business Asset notwithstanding that any required
      consents, approvals or agreements have not been received or that any third
      party is entitled to be offered or to elect to acquire such asset as
      referred to in paragraph 5.4, subject to the conditions set out in
      paragraphs 1.3.1 to 1.3.3 of this Part 1 (which shall apply mutatis
      mutandis as if such an election were a waiver of a Transfer Condition)
      being satisfied.

            


    

     

    
      	
              5.7

            	
              Any amount
      payable to an Investor, or as it may direct, pursuant to paragraphs 5.2 or
      5.5 shall be paid together with interest thereon at the rate per annum
      equal to LIBOR from time to time, calculated on a daily basis in respect
      of the period from and including the date of receipt of the relevant
      payment from the third party to and including the date of
      payment.

            


    

     

    
      	
              6

            	
              Post-Completion
      obligations, further assurances

            


    

     

    
      	
              6.1

            	
              Save in
      relation to any transfer pursuant to the ID&J SPAs or the Legal
      Demerger Agreement, for which transfers the relevant provisions of the
      ID&J SPAs or the Legal Demerger Agreement, respectively, shall apply,
      both before and after (and notwithstanding) Completion, each Investor
      shall, and the Company shall procure that RBS Holdings shall, at each
      Investor’s own expense use reasonable endeavours to ensure the smooth
      transition into new ownership of the Acquired Businesses as agreed by the
      relevant Investors.

            


    

     

    
      	
              6.2

            	
              The Company
      shall procure that RBS Holdings shall, subject to all applicable
      regulations, use all reasonable endeavours to secure as soon as
      practicable after the date of this Agreement the release of each Acquired
      Company to be acquired by any Investor, without cost to it, from all
      guarantees and other contingent Liabilities given or undertaken by it to
      secure or support the obligations of any member of the Retained Group and
      pending such release shall procure that RBS Holdings or such member of the
      Retained Group shall indemnify and keep indemnified the relevant Acquired
      Company against all actions,

            


    

    
       

      
        
          
          

        

        
          53

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                proceedings,
      losses, costs, claims, damages, Liabilities and expenses which any of them
      may suffer or incur in respect of any claim made under any such guarantees
      or other contingent Liabilities after 10 October
  2007.

              


      

       

    

    
      	
              6.3

            	
              Each Investor
      shall, subject to all applicable regulations, use all reasonable
      endeavours to secure as soon as practicable after the date of this
      Agreement the release of each member of the Retained Group, and each
      Acquired Company to be acquired by any other Investor, without cost to
      them, from all guarantees or other contingent Liabilities given or
      undertaken by them to serve or support the obligations of any Acquired
      Company or Acquired Business to be acquired by such Investor (including,
      if required, offering its own guarantee or liability on the same terms,
      mutatis
      mutandis, as and in substitution for the existing guarantee or
      other liability) and pending such release shall indemnify the Retained
      Group and each such Acquired Company and keep them indemnified against all
      actions, proceedings, losses, costs, claims, damages, Liabilities and
      expenses which any of them may suffer or incur in respect of any claim
      made under or in respect of any such guarantees or other contingent
      Liabilities after 10 October 2007.

            


    

     

    
      	
              6.4

            	
              Without
      prejudice to any other provision of this Agreement, each of the parties
      shall in good faith, and so far as is permitted by applicable law (and
      subject to the requirements of any relevant
  Regulator):

            


    

     

    
      	
               
      

            	
              6.4.1

            	
              use all
      reasonable endeavours to secure the carrying out of the transactions
      contemplated by this Agreement in accordance with the terms and the spirit
      of this Agreement; and

            


    

     

    
      	
               
      

            	
              6.4.2

            	
              co-operate
      with one another to that end and negotiate with a view to resolving any
      issues which may arise in connection with the implementation of the terms
      and spirit of this Agreement.

            


    

     

    
      	
              7

            	
              Indemnification
      and Wrong Box Assets or Liabilities

            


    

     

    
      	
              7.1

            	
              Each Investor
      shall indemnify each member of the Retained Group (whilst such member
      remains part of the Retained Group) and each of the other Investors and
      members of their respective Groups (being, for this purpose, in the case
      of RBS, the Wider RBS Group) (including, for this purpose, with effect
      from 10 October 2007, their Acquired Companies whilst such Acquired
      Companies are members of the RBS Holdings Group or the relevant Investor’s
      Group); against all Liabilities whensoever incurred, including, without
      limitation, Liabilities incurred:

            


    

     

    
      	
               
      

            	
              7.1.1

            	
              prior to 10
      October 2007 and remaining outstanding at 10 October
  2007;

            


    

     

    
      	
               
      

            	
              7.1.2

            	
              after 10
      October 2007; or

            


    

     

    
      	
               
      

            	
              7.1.3

            	
              otherwise,

            


    

     

    to the extent that
the same relate to any of the first named Investor’s Acquired Business Assets
and not to the Retained Business or to the Acquired Business Assets of any other
Investor.

     

    For the avoidance
of doubt, the terms of this paragraph 7.1 of Schedule 1 – Part 1 shall not
prevent any member of the Retained Group (whilst such member remains part of the
Retained Group), an Investor or any member of its Group - being, for this
purpose, in the case of RBS, the Wider RBS Group - from making a claim under
this paragraph 7.1 of Schedule 1 – Part 1 in circumstances where it has disposed
of a member of the Retained Group or part of the Retained Business or of an
Acquired Company or any Acquired

     

    
      
        
        

      

      
        54

        
          

        

      

      
        
        

      

    

     

    Business Assets to
a third party and suffers a Liability under the terms of that disposal to the
extent that the same relates to the Acquired Business Assets of another
Investor.

     

    
      	
              7.2

            	
              Each Investor
      shall, save to the extent that there is/are sufficient cash in or assets
      (which can be immediately realised) of the Retained Business in order to
      meet such Liabilities, severally indemnify each member of the Retained
      Group (whilst such member remains part of the Retained Group and the Wider
      RBS Group) and each of the other Investors and members of their respective
      Groups - being for this purpose, in the case of RBS, the Wider RBS Group -
      (including, for this purpose, with effect from 10 October 2007, their
      Acquired Companies whilst such Acquired Companies are members of the RBS
      Holdings Group or the relevant Investor’s Group) in their Consortium
      Proportions against all Liabilities whensoever incurred, including,
      without limitation, Liabilities
incurred:

            


    

     

    
      	
               
      

            	
              7.2.1

            	
              prior to 10
      October 2007 and remaining outstanding at 10 October
  2007;

            


    

     

    
      	
               
      

            	
              7.2.2

            	
              after 10
      October 2007; or

            


    

     

    
      	
               
      

            	
              7.2.3

            	
              otherwise,

            


    

     

    to the extent that
the same relate to the Retained Business.

     

    For the avoidance
of doubt, the terms of this paragraph 7.2 of Schedule 1 – Part 1 shall not
prevent any member of the Retained Group (whilst such member remains part of the
Retained Group and the Wider RBS Group), an Investor or any member of its Group
- being, for this purpose, in the case of RBS, the Wider RBS Group - from making
a claim under this paragraph 7.2 of Schedule 1 – Part 1 in circumstances where
it has disposed of a member of the Retained Group or part of the Retained
Business or an Acquired Company or any Acquired Business Assets to a third party
and suffers a Liability under the terms of that disposal to the extent that the
same relates to the Retained Business.

     

    
      	
              7.3

            	
              At any time
      prior to 30 June 2011 an Investor may (i) contend that an Acquired
      Business or the Retained Business contains a Wrong Box Asset or Liability,
      or (ii) identify a new asset or Liability which has never been allocated
      to or accounted for by an Acquired Business or the Retained Business, and,
      in default of agreement as to the classification of any such asset company
      or Liability, the matter shall be determined in accordance with Clause 9
      of this Agreement. So far as permitted by law and subject to the receipt
      of all relevant regulatory approvals, any such asset or Liability in an
      Acquired Business shall be reallocated to another Acquired Business or to
      the Retained Business and vice versa, as the case may be, and, if
      necessary and if completion of the transfer of such asset or Liability
      shall have taken place, transferred to a member of the Retained Group or
      to the relevant Investor or, in either case, as it may direct and any such
      asset or Liability in the Retained Group shall be transferred to the
      relevant Investor or as it may direct. The consideration for the
      reallocation or transfer shall be nil unless otherwise agreed in
      connection with the Legal Demerger Agreement (if applicable). The tax
      consequences of the operation of this paragraph 7.3 will be dealt with in
      accordance with Part 9 of this Schedule 1. RBS and the State acknowledge
      that RBS NV and ABN AMRO have agreed in the Legal Demerger Agreement that
      certain wrong box transfers may take place at any point prior to 5
      February 2012. Without prejudice to any transfers that may take place
      under the Legal Demerger Agreement between 1 July 2011 and 5 February
      2012, no reallocation under this paragraph 7.3 shall be permitted after 30
      June 2011.

            


    

     

    
      	
              8

            	
              Conduct
      of Claims

            


    

     

    
      
        
        

      

      
        55

        
          

        

      

      
        
        

      

    

     

    
      	
              8.1

            	
              The
      provisions of this paragraph 8 shall apply in respect of all indemnities
      expressed to be given under this Agreement and to the conduct of
      negotiations and proceedings where any party hereto has a claim against
      any other under such an indemnity or otherwise under this Agreement,
      provided that:

            


    

     

    
      	
               
      

            	
              8.1.1

            	
              they shall
      not apply to matters relating to any Third Party Claim (as defined in
      paragraph 8.3) where such Third Party Claim is or may be covered by a
      policy of insurance and the relevant insurer requires the Indemnified
      Party or the Indemnifying Party to act in a manner contrary to the
      provisions of this clause;

            


    

     

    
      	
               
      

            	
              8.1.2

            	
              if RBS or the
      State is the Principal Indemnifying Party, this paragraph 8 shall not
      apply if the Third Party Claim is “Relevant Litigation” for the purposes
      of the Solution Agreement and Schedule 4 of the Solution Agreement shall
      apply instead; and

            


    

     

    
      	
               
      

            	
              8.1.3

            	
              to the extent
      that any provisions of this paragraph 8 are inconsistent with the
      Litigation Management Agreement or the Tax Agreements, the provisions of
      the Litigation Management Agreement or the relevant Tax Agreement shall
      prevail.

            


    

     

    
      	
              8.2

            	
              Definitions

            


    

     

    In this paragraph
8:

     

    
      	
               
      

            	
              8.2.1

            	
              Indemnified
      Party means any party (or other person pursuant to Clause 20.11)
      who has any claim under an indemnity or otherwise under this
      Agreement;

            


    

     

    
      	
               
      

            	
              8.2.2

            	
              Indemnifying
      Party means the party against whom any such claim is made;
      and

            


    

     

    
      	
               
      

            	
              8.2.3

            	
              Principal
      Indemnifying Party means, in respect of any Third Party Claim (as
      defined below) the Indemnifying Party or in the event that there is more
      than one Indemnifying Party in respect of a particular Third Party Claim,
      the Indemnifying Party with the largest allocation in respect of that
      particular Third Party Claim (as determined under the Litigation
      Management Agreement).

            


    

     

    
      	
              8.3

            	
              Third
      Party Claim

            


    

     

    
      	
               
      

            	
              8.3.1

            	
              If an
      Indemnified Party becomes aware of any third party claim, potential claim,
      matter or event (a “Third
      Party Claim”) which might lead to a claim being made under this
      Agreement against the Principal Indemnifying Party, the Indemnified Party
      shall procure that notice of such Third Party Claim is given as soon as
      reasonably practicable to the Principal Indemnifying Party and, subject to
      being fully indemnified (on an after tax basis if appropriate in
      accordance with the principles in Schedule 1, Part 9) to its reasonable
      satisfaction by the Principal Indemnifying Party against all reasonable
      out-of-pocket costs and expenses incurred by the Indemnified Party, and
      otherwise subject at all times to this paragraph
  8:

            


    

     

    
      	
               
      

            	
              (i)

            	
              shall not
      make and shall procure that is not made any admission of liability,
      agreement or compromise with any person, body or authority nor consent to
      the entry of any judgement or final order in relation to any such Third
      Party Claim except with prior consultation with, and the prior agreement
      (not to be unreasonably withheld or delayed) of, the Principal
      Indemnifying Party;

            


    

     

    
      
        
        

      

      
        56

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (ii)

            	
              shall take
      such action as the Principal Indemnifying Party may reasonably request
      after consultation with the Indemnified Party to avoid, dispute, resist,
      appeal, compromise or defend such Third Party Claim or any adjudication in
      respect of that Third Party Claim;
and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              if so
      required by the Principal Indemnifying Party in writing shall ensure that
      the Principal Indemnifying Party is placed in a position to take on or
      take over the day-to-day conduct of all proceedings or negotiations of
      whatever nature arising in connection with the Third Party Claim in
      question (by transferring the proceedings to the Principal Indemnifying
      Party if so required and where reasonably possible to do so, subject as
      set out below, through the provision of a power of attorney, or otherwise)
      and provide (or, if relevant, procure that there is provided) such
      information and assistance as the Principal Indemnifying Party may
      reasonably require in connection with the preparation for and conduct of
      such proceedings or negotiations provided that the Principal Indemnifying
      Party shall keep the Indemnified Party informed of the progress of any
      proceedings and shall consult with the Indemnified Party prior to taking
      any action which may affect the Indemnified Party, or any business or
      asset of the Indemnified Party.

            


    

     

    Nothing in this
paragraph 8.3.1 shall oblige the Indemnified Party to grant a power of attorney
to the Principal Indemnifying Party in respect of the Third Party
Claim.

     

    
      	
               
      

            	
              8.3.2

            	
              The
      Indemnified Party shall be at liberty, without reference to the Principal
      Indemnifying Party and without prejudice to its rights against the
      Principal Indemnifying Party or against any other Indemnifying Party, to
      admit, compromise, settle, discharge or otherwise deal with any Third
      Party Claim:

            


    

     

    
      	
               
      

            	
              (i)

            	
              if no
      response is received from the Principal Indemnifying Party within a
      reasonable period (in respect of the situation) in relation to any
      communication from the Indemnified Party notifying the Principal
      Indemnifying Party that the Indemnified Party intends to admit,
      compromise, settle, discharge or otherwise deal with that Litigation;
      or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              if the
      Indemnified Party is not indemnified as required by paragraphs 7 and 8.3.1
      above.

            


    

     

    
      	
               
      

            	
              8.3.3

            	
              The Principal
      Indemnifying Party, or RBS (on behalf of the Investors) (should the
      largest allocation of the Third Party Claim in question be to the Retained
      Business), shall keep any other Indemnifying Party or Parties to whom the
      Third Party Claim in question has been allocated informed of significant
      developments in the Third Party Claim and shall provide updates as
      reasonably requested by such other Indemnifying Party or
      Parties.

            


    

     

    
      	
               
      

            	
              8.3.4

            	
              In the event
      that there is more than one Indemnifying Party in respect of a particular
      Third Party Claim:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      Indemnifying Parties shall be severally, but not jointly, liable to
      indemnify the Indemnified Party in the proportions in which the Third
      Party Claim has been allocated to their respective Acquired Businesses;
      and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              to the extent
      that the Third Party Claim is allocated to the Retained Business, the
      Investors shall severally indemnify the Indemnified Party in their
      Consortium Proportions.

            


    

     

    
      
        
        

      

      
        57

        
          

        

      

      
        
        

      

    

     

    
      	
              8.4

            	
              Upon any
      claim under this Agreement being made, or notification pursuant to
      paragraph 8.1 above of any Third Party Claim which might lead to such a
      claim being made, the Indemnified Party shall, subject to being fully
      indemnified (on an after-tax basis if appropriate in accordance with the
      principles in Schedule 1, Part 9) to its reasonable satisfaction by the
      Indemnifying Parties against all reasonable out-of-pocket costs and
      expenses incurred by such Indemnified
Party:

            


    

     

    
      	
               
      

            	
              8.4.1

            	
              make
      available to accountants and other professional advisers appointed by the
      Principal Indemnifying Party such access to the personnel of the
      Indemnified Party and to any relevant records and information as the
      Principal Indemnifying Party reasonably requests in connection with such
      claim or Third Party Claim;

            


    

     

    
      	
               
      

            	
              8.4.2

            	
              use
      reasonable endeavours to procure that the auditors (both past and current)
      of the Indemnified Party make available their audit working papers in
      respect of audits of the Indemnified Party’s accounts for any relevant
      accounting period in connection with such claim or Third Party
      Claim.

            


    

     

    
      	
              8.5

            	
              Where any
      Indemnified Party is entitled (whether by reason of insurance or payment
      discount or otherwise) to recover from some other person any sum in
      respect of any Liability which is or could be the subject of a claim under
      this Agreement (and whether before or after the Indemnifying Parties have
      made payment thereunder), the Indemnified Party shall (or, as appropriate,
      shall procure that the other Indemnified Party shall) unless the
      Indemnified Party shall waive its claim against the Indemnifying Parties
      and refund any amounts repaid:

            


    

     

    
      	
               
      

            	
              8.5.1

            	
              promptly
      notify the Principal Indemnifying Party and provide such information as
      the Principal Indemnifying Party may reasonably require relating to such
      Liability or dispute and steps taken or to be taken by the Indemnifying
      Party in connection with it;

            


    

     

    
      	
               
      

            	
              8.5.2

            	
              if so
      required by the Principal Indemnifying Party (subject to each Indemnified
      Party being fully indemnified on an after-tax basis (if appropriate in
      accordance with the principles in Schedule 1 Part 9) to its reasonable
      satisfaction by the Indemnifying Parties against all reasonable
      out-of-pocket costs and expenses incurred by such Indemnified Party) take
      all steps (whether by way of a claim against its insurance or otherwise,
      including but without limitation, proceedings) as the Principal
      Indemnifying Party may reasonably require to enforce such recovery
      including rights equivalent to those in paragraph 8.3.1;
    and

            


    

     

    
      	
               
      

            	
              8.5.3

            	
              keep the
      Principal Indemnifying Party informed of the progress of any action
      taken.

            


    

     

    
      	
              8.6

            	
              Notwithstanding
      any other provision of this Agreement where any Indemnified Party may have
      a right to claim (in respect of any Liability in respect of which it is
      indemnified by the Indemnifying Party) against any third party, the
      obligation of the Indemnifying Parties shall be limited (in addition to
      any other limitations on the liability of the Indemnifying Parties
      referred to in this Agreement) to the amount by which the loss or damage
      suffered by the Indemnified Party as a result of such matter shall exceed
      any amounts recovered by the Indemnified Party from a third party and the
      reasonable out-of-pocket costs and expenses and Taxation incurred by the
      Indemnified Party in obtaining such recovery. If any amounts shall be
      recovered by an Indemnified Party from a third party following the payment
      of any amount or amounts hereunder by the Indemnifying Parties in respect
      of the same Liability, the Indemnified Party shall forthwith return to the
      Indemnifying Parties, an amount equal to the lesser
  of:

            


    

     

    
      
        
        

      

      
        58

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              8.6.1

            	
              the amount
      recovered from the third party less the reasonable out-of-pocket costs and
      expenses of such recovery and any Taxation incurred in connection with
      such recovery; and

            


    

     

    
      	
               
      

            	
              8.6.2

            	
              the amount or
      amounts previously paid to the Indemnified Party by the Indemnifying
      Parties in respect of such
Liability.

            


    

     

    
      	
              8.7

            	
              Where any
      indemnity contained in this Agreement is expressed to be “on an after-tax
      basis”, then in calculating the liability of the Indemnifying Parties
      there shall be taken into account:

            


    

     

    
      	
               
      

            	
              8.7.1

            	
              the amount by
      which any liability to Taxation of the Indemnified Party or the relevant
      Acquired Company or member of the Retained Group (as the case may be) is
      actually reduced or extinguished as a result of the matter giving rise to
      the indemnity claim; and

            


    

     

    
      	
               
      

            	
              8.7.2

            	
              the amount by
      which any liability to Taxation of the Indemnified Party or the relevant
      Acquired Company or member of the Retained Group (as the case may be) is
      actually increased as a result of the payment by the Indemnifying Parties
      in respect of the matter giving rise to the indemnity
    claim.

            


    

     

    
      	
              8.8

            	
              In a Third
      Party Claim in respect of which it is entitled to be indemnified pursuant
      to paragraphs 7 and 8.3.1, the Indemnified
  Party:

            


    

     

    
      	
               
      

            	
              8.8.1

            	
              is not
      required to seek, or comply with, the requirements of the Principal
      Indemnifying Party under this paragraph 8 to the extent necessary to avoid
      the Indemnified Party or the relevant Investor breaching any criminal or
      regulatory laws, orders, regulations or
  equivalent;

            


    

     

    
      	
               
      

            	
              8.8.2

            	
              may instead
      conduct that Third Party Claim (including any negotiations of whatsoever
      nature arising in connection with it) in such manner as it considers
      appropriate so as to avoid breaching any criminal or regulatory laws,
      orders, regulations or equivalent;
and

            


    

     

    
      	
               
      

            	
              8.8.3

            	
              shall remain
      entitled to be indemnified pursuant to paragraph 7 provided that (subject
      to paragraph 8.9) the Indemnified Party or the relevant Investor provides
      immediate written notice to the Principal Indemnifying Party of relying on
      this paragraph, such notice to specify all relevant details of the Third
      Party Claim and the manner in which this paragraph is being relied
      upon.

            


    

     

    
      	
              8.9

            	
              If the giving
      of notice pursuant to paragraph 8.8.3 would, in the reasonable opinion of
      the Indemnified Party or its relevant Investor, involve the Indemnified
      Party or relevant Investor breaching any criminal or regulatory laws,
      orders, regulations or equivalent in respect of that Third Party Claim,
      such notification may be made as soon as it would no longer involve such
      breach, and the liability of the Indemnifying Parties to indemnify the
      Indemnified Party in respect of that Third Party Claim shall be
      unaffected.

            


    

     

    
      	
              8.10

            	
              Where the
      Indemnified Party is a member of the Retained Group, RBS (on behalf of the
      Investors) shall be considered to be its relevant Investor for the
      purposes of paragraphs 8.8 to 8.10.

            


    

     

    
      
        
        

      

      
        59

        
          

        

      

      
        
        

      

       

    

    Schedule
1 – Part 2

    The
Acquired Businesses

     

    The assets of, and
Liabilities attributable to, Business Units or any business comprise, subject to
Clause 5 and the remaining provisions of this Schedule 2, those Business Assets
and Liabilities reflected in the RBS Holdings Accounts as being assets and
Liabilities of such Business Unit or business.

     

    1.
RBS Acquired Businesses

     

    The Business Assets
of the following businesses and Business Units of the RBS Holdings
Group:

     

    
      	 
    
	
              BU North
      America (pages 111 to 113 of the RBS Holdings Accounts)

            
	
              BU Global
      Clients (pages 53, 117 to 119 and 158 of the RBS Holdings Accounts,
      excluding the Brazil Global Clients Business).

            
	
              BU Asia
      (pages 115 to 117 of the RBS Holdings Accounts) excluding the interest in
      Saudi Hollandi

            
	
              BU Europe
      (excluding Antonveneta) (pages 109 to 111 of the ABN AMRO Accounts,
      excluding the Antonveneta profit and loss account and balance
      sheet)

            
	
              Former Dutch
      Wholesale Clients (reported under BU Netherlands, pages 107 to 109 of the
      RBS Holdings Accounts, in the RBS Holdings Accounts, as explained on page
      106 of the RBS Holdings Accounts and the RBS Holdings press release of 7
      April 2006).

            
	
              Former WCS
      Clients outside Brazil within BU Latin America (reported under BU Latin
      America, pages 113 to 115 of the RBS Holdings Accounts, as explained in
      the RBS Holdings press release of 7 April 2006).

            
	
              Private
      Clients India and Private Clients Indonesia

            
	
              Interest in
      Prime Bank, Pakistan

            
	 
    


    

     

    Where:

     

    “Brazil
Global Clients Business” means the RBS BU Global Clients business (as
defined above) as carried on in Brazil, to the extent that such business is
comprised of:

     

    
      	
               
      

            	
              (a)

            	
              the domestic
      revenues generated and booked in Brazil by Brazilian-domiciled global
      clients;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the off-shore
      booked revenues generated in Brazil by Brazilian-domiciled global clients
      and by Brazilian-domiciled subsidiaries of non-Brazilian-domiciled global
      clients; and

            


    

     

    
      	
               
      

            	
              (c)

            	
              the domestic
      revenues generated and booked in Brazil by Brazilian-domiciled
      subsidiaries of non-Brazilian-domiciled global
  clients,

            


    

     

    but for the
avoidance of doubt does not include BU Global Clients business revenues
generated outside Brazil by Brazilian-domiciled global clients or
Brazilian-domiciled subsidiaries of non-Brazilian-domiciled global
clients.

     

    
      
        
        

      

      
        60

        
          

        

      

      
        
        

      

    

     

    2.
Santander Acquired Businesses

     

    The Business Assets
of the following businesses and Business Units of the RBS Holdings
Group:

     

    
      	 
    
	
              BU Latin
      America (excluding all former WCS Clients outside of Brazil) (pages 113 to
      115 of RBS Holdings Accounts)

            
	
              BU
      Antonveneta (pages 109 to 111 of RBS Holdings Accounts, excluding
      everything but the Antonveneta accounts)

            
	
              Interbank and
      DMC Consumer Finance, Netherlands (reported under BU Netherlands in pages
      107 to 109 of the RBS Holdings Accounts).

            
	
              Brazil Global
      Clients Business

            
	
              Asset
      Management Brazil

            
	 
    


    

     

    Where:

     

    “Asset
Management Brazil” means ABN AMRO Asset Management Distibuidora de
Titulos e Valores Mobiliarios S.A. less the Carve-out Assets (as defined in a
Heads of Agreement between Santander and Fortis dated 26 February
2008).

     

    3.
State Acquired Businesses

     

    The Business Assets
of the following businesses and Business Units of the RBS Holdings
Group:

     

    
      	 
    
	
              BU Private
      clients (excluding Latin America) (pages 119 to 120 of the RBS Holdings
      Accounts, excluding the private banking business LatAM and excluding
      Private Clients India and Private Clients Indonesia)

            
	
              BU
      Netherlands (excluding former Dutch Wholesale Clients and Interbank and
      DMC Consumer Finance) (pages 107 to 109 of RBS Holdings Accounts,
      excluding former Dutch Wholesale Clients and Interbank Consumer
      Finance)

            
	
              BU Asset
      Management (excluding Asset Management Brazil) (pages 121 to 122 of RBS
      Holdings Accounts)

            
	
              The ABN AMRO
      Trade Marks (as defined in paragraph 1 of Part 6 of this Schedule
      2)

            
	 
    


    

     

    Part
4. Re- Allocations

     

    The following list
of Business Assets which are reflected in the Acquired Businesses have been
re-allocated from the different Acquired Businesses and the Retained Businesses
respectively with an effective date for the purpose of the allocation as set out
below. The parties agree that this list of reallocations is a non-exhaustive
list:

     

    
      
        
        

      

      
        61

        
          

        

      

      
        
        

      

    

     

    
      	
              Business
      Asset

            	
              From

            	
              To

            	
              Effective
      date

            
	
              Private
      Clients India and Indonesia

            	
              State
      Acquired Business

            	
              RBS Acquired
      Business

            	
              1 January
      2008

            
	
              Interest in
      Prime Bank

            	
              Retained
      Business

            	
              RBS Acquired
      Business

            	
              10 October
      2007

            
	
              Brazil Global
      Clients

            	
              RBS Acquired
      Business

            	
              Santander
      Acquired Business

            	
              10 October
      2007

            
	
              Asset
      Management Brazil

            	
              State
      Acquired Business

            	
              Santander
      Acquired Business

            	
              10 October
      2007

            
	
              Infrastructure
      Capital Management

            	
              RBS Acquired
      Business

            	
              State
      Acquired Business

            	
              1 April
      2008

            
	
              AA
      Interfinance

            	
              State
      Acquired Business

            	
              Santander
      Acquired Business

            	
              The
      Completion date of the transfer

            
	
              Sterrebeeck
      B.V.

            	
              State
      Acquired Business

            	
              Santander
      Acquired Business

            	
              1 January
      2008

            


    

     

    
      
        
        

      

      
        62

        
          

        

      

      
        
        

      

    

     

    Schedule
1 – Part 3

    The
Retained Businesses

     

    
      	
              1.

            	
              Retained
      Businesses

            


    

     

    
      	
              RBS Holdings
      interest in Capitalia

            
	
              BU Private
      Equity

            
	
              RBS Holdings
      interest in Saudi Hollandi

            
	
              The costs of
      eliminating central group functions and, if any, unallocated property and
      unallocated costs

            
	
              Unallocated
      pension fund deficit or surplus, to the extent not otherwise allocated to
      an Acquired Business under Part 5 of Schedule 2

            
	
              Other
      unallocated assets and Liabilities (including unallocated contingent
      Liabilities)

            


    

     

     

    For the effective
date of certain re-allocations of Business Assets out of the Retained Businesses
to certain Acquired Businesses a reference is made to Schedule 1 – Part
2.

     

    
      	
              2.

            	
              Agreed course of action in
      relation to certain assets forming part of the Retained
      Business

            


    

     

    As at the date of
this document, and following the sale of certain assets comprising the Retained
Business, the parties have agreed that the following actions will be taken in
relation to the following assets which form part of the Retained Business,
provided that following 30 June 2011 RBS NV shall be free, subject to the
provisions of Schedule 2 and Clause 5.3.5, to take such actions in relation to
the Retained Business as it determines in its absolute discretion:

     

    
      	
              Name
      of asset within the Retained Business

            	
              Proposed
      action to be taken as part of the Retained Business Wind
    Down

            
	
              AA Capital
      Nordic Fund II B.V.

            	
              Awaiting
      Liquidation

            
	
              AA PE Fund
      LP

            	
              Awaiting
      Liquidation

            
	
              AAB Media
      & Telecom 2005 B.V.

            	
              Awaiting
      Liquidation

            
	
              AAC Capital
      NEBO NL Feeder B.V.

            	
              Awaiting
      Liquidation

            
	
              AAC Spanish
      BOF 2005 B.V.

            	
              Shared Asset
      held for sale

            
	
              AACBOF Italy
      B.V.

            	
              In
      liquidation

            
	
              AACBOF NEBO
      B.V.

            	
              Shared Asset
      held for sale

            
	
              AAV Italy
      B.V.

            	
              In
      liquidation

            
	
              AAV NEBO
      B.V.

            	
              Shared Asset
      held for sale

            


    

     

     

    
       

      
        
          
          

        

        
          63

          
            

          

        

        
          
          

        

      

       

      
        	
                Name
      of asset within the Retained Business

              	
                Proposed
      action to be taken as part of the Retained Business Wind
    Down

              
	
                ABN AMRO Asia
      Capital Investment Limited

              	
                Awaiting
      Liquidation

              
	
                ABN AMRO
      Capital (Belgium) N.V.

              	
                Awaiting
      Liquidation

              
	
                ABN AMRO
      Capital BO Funds II B.V.

              	
                Awaiting
      Liquidation

              
	
                ABN AMRO
      Capital Limited

              	
                Awaiting
      Liquidation

              
	
                ABN AMRO
      Capital Management (Australia) Pty Limited

              	
                In
      liquidation

              
	
                ABN AMRO
      Capital S.p.A.

              	
                In
      liquidation

              
	
                ABN AMRO
      Corporate Investments Management B.V.

              	
                Awaiting
      Liquidation

              
	
                ABN AMRO
      Danube Ventures B.V.

              	
                Awaiting
      Liquidation

              
	
                ABN AMRO
      Participaties B.V.

              	
                Awaiting
      Liquidation

              
	
                ABN AMRO
      Private Equity B.V.

              	
                Awaiting
      Liquidation

              
	
                ABN AMRO
      Ventures (Jersey) Limited

              	
                Awaiting
      Liquidation

              
	
                ABN AMRO
      Ventures II B.V.

              	
                Awaiting
      Liquidation

              
	
                Achmea
      Holding N.V.

              	
                Awaiting
      Liquidation

              
	
                Alcover
      A.G.

              	
                Awaiting
      Liquidation

              
	
                Alsecure
      Insurance PCC Limited Transcred 1 Cell

              	
                Awaiting
      Liquidation

              
	
                B2 Seller
      Agent Pty Limited

              	
                Awaiting
      Liquidation

              
	
                Benedenwindse
      Offshore Bouw-en Exploitatie Maatschappiij

              	
                Awaiting
      Liquidation

              
	
                Bodycare
      International Group B.V.

              	
                Under
      investigation

              
	
                C.C.M.
      Central Commercial Management N.V.

              	
                Awaiting
      Liquidation

              
	
                Closenes
      SL

              	
                In
      liquidation

              
	
                DIBU
      Administratie & Consultancy B.V.

              	
                Awaiting
      Liquidation

              
	
                Escaline
      sarl

              	
                Sale
      process

              
	
                Euroclear
      plc

              	
                Pending
      confirmation

              
	
                Exody
      E-business Intelligence GmbH

              	
                In
      liquidation

              
	
                Expomedia
      Group Plc

              	
                In
      liquidation

              
	
                Forbion
      Capital Fund II C.V.

              	
                Split among
      R, N and S in process

              
	
                Fourth
      Channel, Inc

              	
                Under
      investigation

              
	
                Future
      Ventures B.V.

              	
                In
      liquidation

              
	
                Gesytas 2005
      S.L.

              	
                In
      liquidation

              
	
                Global
      Intranet B.V.

              	
                Sale
      process

              
	
                I2C
      S.A.

              	
                In
      liquidation

              


      

       

      
        
          
          

        

        
          64

          
            

          

        

        
          
          

        

      

       

    

    
      
        	
                Name
      of asset within the Retained Business

              	
                Proposed
      action to be taken as part of the Retained Business Wind
    Down

              


      

      
        	
                Impulsora del
      Fondo Mexico SA de CV

              	
                Sale
      process

              
	
                IMX,
      Inc

              	
                Under
      investigation

              
	
                Jan Everaers
      Beheer B.V. (in liquidation)

              	
                To be
      liquidated

              
	
                Jill Equity
      Participation B.V.

              	
                To be
      liquidated

              
	
                Lange
      Voorhout Investments B.V.

              	
                Awaiting
      Liquidation

              
	
                Mandrakeoft
      SA

              	
                Shared Asset
      held for sale

              
	
                Multi
      M.Retirement N.V.

              	
                Awaiting
      Liquidation

              
	
                Nexwave
      Inc.

              	
                In
      liquidation

              
	
                Nicator /
      Nicator New Holding AB

              	
                In
      liquidation

              
	
                Niksun,
      Inc.

              	
                Loan note,
      not for sale

              
	
                Nortel
      Inversora S.A.

              	
                Listed, but
      B-share not trade able

              
	
                Nueva Terrain
      S.L.

              	
                Shared Asset
      held for sale

              
	
                PGAM Advanced
      Technologies AG

              	
                In
      liquidation

              
	
                RBS Capital
      (USA) LLC

              	
                Awaiting
      Liquidation

              
	
                Retained
      Business Deferred Tax Assets

              	
                To be paid
      for in accordance with the Separation Tax Agreement if utilised by an RBS
      Acquired Company

              
	
                Silita
      S.L.

              	
                In
      liquidation

              
	
                Swyx
      Solutions GmbH

              	
                In
      liquidation

              
	
                Tavve
      Software Company Inc.

              	
                Sale
      process

              
	
                Telesystems
      International Wireless Inc

              	
                Sale
      process

              
	
                The second
      ABN AMRO LBO Fund

              	
                Awaiting
      Liquidation

              
	
                Saudi
      Hollandi Bank

              	
                Held for
      sale

              
	
                Saudi
      Hollandi Capital

              	
                Held for
      sale

              
	
                Viking Strip
      Finance Limited

              	
                In
      liquidation

              
	
                Westchester
      Holdings Limited (in liquidation)

              	
                In
      liquidation

              
	
                Wielkamp
      B.V.

              	
                In
      liquidation

              
	
                Yellowbrix
      Inc

              	
                Sale
      process

              


      

       

    

     

    
      	
              3.

            	
              Certain assets of the Retained
      Business which have been
sold

            


    

     

    The parties agree
that as at the date of this document, the following entities forming part of the
Retained Business have been sold:

     

    
      
        
        

      

      
        65

        
          

        

      

      
        
        

      

    

     

    
      	
              Name
      of entity which have been sold

            
	
              ABN AMRO
      Capital Australia Fund II (ABN AMRO) B.V.

            
	
              Acer IP Fund
      One LP

            
	
              Corpfin
      Capital Fund II B.V.

            
	
              F.V.E. II
      LP

            
	
              Favonius
      Ventures Europe LP

            
	
              Freecom
      Technologies B.V.

            
	
              Integral
      Development Corporation

            
	
              iRex
      Technologies B.V.

            
	
              Monash IVF
      Pty Limited

            
	
              Monash IVF
      Pty Limited

            
	
              Siam
      Investment Fund II L.P.

            
	
              Siennax
      International B.V.

            


    

     

    
      
        
        

      

      
        66

        
          

        

      

      
        
        

      

    

     

    Schedule
1 – Part 4

    Employment

     

    
      	
              1

            	
              Prior to the
      date of this Agreement, the parties agreed the allocation of employees to
      each of the Acquired Businesses which have been transferred to a relevant
      Investor and how liabilities relating to those employees would be borne by
      the relevant Investors. Such agreements are reflected in, inter alia, the
      Co-habitation Agreements and the Legal Demerger
  Agreement.

            


    

     

    
      	
              2

            	
              In respect of
      any of the Acquired Businesses which have not, as at the date of this
      Agreement, been transferred to a relevant Investor, the principles set out
      below in Part 4 of this Schedule determine how any employees relating to
      any such business (and any associated Liabilities, including but not
      limited to retention and termination costs) will be allocated as between
      Investors.

            


    

     

    
      	
              3

            	
              The parties
      will each nominate appropriate representative(s) to agree the matters
      which are required to be agreed pursuant to Part 4 of this Schedule 1,
      including determining how employees who do not work exclusively or
      principally in one of the Acquired Businesses or the Retained Business
      should be allocated between the RBS Acquired Business, the Santander
      Acquired Business, the State Acquired Business and the Retained Business
      (as the case may be). The parties will use reasonable endeavours to
      provide to the other parties information in their possession which might
      reasonably help facilitate this process through to the Final Completion
      Date.

            


    

     

    Once appropriate
allocations to a particular business have been made then no Appropriate Steps
shall be taken in relation to the affected employee(s) without the agreement of
the relevant Investor or the Company (as the case may be), such agreement not to
be unreasonably withheld or delayed.

     

    Where any
intra-group services are provided by any part of an Acquired Business to part of
another Acquired Business or by any part of an Acquired Business to part of the
Retained Business (or vice versa) the parties will take into account any
continuing requirements to provide such services in making any necessary
determinations in accordance with this part 4 of Schedule 1.

     

    
      	
              4

            	
              The parties
      shall use their respective reasonable endeavours to ensure that employees
      who are engaged exclusively or principally in the RBS Acquired Business,
      the Santander Acquired Business, the State Acquired Business or the
      Retained Business (as the case may be) shall continue to be so engaged
      immediately after the relevant Completion and shall take such Appropriate
      Steps as are necessary in the
circumstances.

            


    

     

    In this Schedule 1,
part 4, “Appropriate
Steps” may include, but shall not be limited to:

     

    
      	
               
      

            	
              ●

            	
              taking such
      steps, if any as are necessary to move the employee to the relevant
      Acquired Business or Retained Group, as appropriate, which may be the
      making of an offer of employment or a transfer of their employment under
      any relevant local law;

            


    

     

    
      	
               
      

            	
              ●

            	
              undertaking
      appropriate consultation with employees and/or bodies representing
      employees;

            


    

     

    
      
        
        

      

      
        67

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              
                ●

              

            	
              ensuring that
      an employee is released from any obligations to his current employer in
      order to facilitate the change of employer proposed;
  and

            


    

     

    
      	
               
      

            	
              
                ●

              

            	
              taking such
      steps as are reasonable in the circumstances to mitigate any Liability
      associated with, as the case may be, the termination or change of employer
      (for example, moving the employee immediately prior to the relevant
      Completion rather than after that
Completion).

            


    

     

    
      	
              5

            	
              Where:

            


    

     

    
      	
              5.1

            	
              an employee
      who is exclusively or principally engaged in one of the RBS Acquired
      Business, Santander Acquired Business or State Acquired Business (as the
      case may be) is a director or employee of a member of the Retained Group
      or of an Acquired Company acquired by another Investor;
  or

            


    

     

    
      	
              5.2

            	
              an employee
      who is exclusively or principally engaged in the Retained Business is a
      director or employee of an Acquired Company, subject to there being no
      adverse effect upon the ability of any relevant company to maintain any
      regulatory approval, the relevant employee shall cease as soon as
      reasonably practicable after the relevant Completion to be a director or
      employee of the relevant company and the parties shall take Appropriate
      Steps to offer such employee employment by a company carrying on part of
      the Acquired Business or Retained Business in which he is engaged provided
      that the relevant Investor in respect of whose business the employee is
      principally or exclusively engaged (or the Company as the case may be) has
      approved the Appropriate Steps (such approval not to be unreasonably
      withheld or delayed). The parties shall use reasonable endeavours
      including taking any of the approved Appropriate Steps to minimise any
      Liabilities which may arise as a result of such cessation. If any
      Liabilities do arise then such Liabilities shall, in respect of an
      employee engaged exclusively or principally in the RBS, Santander or State
      Acquired Business (as the case may be) be borne by the relevant Investor
      (which Investor shall indemnify the Retained Group, the Company and the
      other Investors accordingly) and, in respect of an employee engaged
      exclusively or principally in the Retained Business, shall be borne by the
      Retained Group (and, accordingly, indirectly by the Investors in the
      Consortium Proportions).

            


    

     

    
      	
              6

            	
              The parties
      acknowledge that as a consequence of the transactions contemplated by this
      agreement, the requirements of the Retained Business and the Acquired
      Businesses in relation to employees may change or diminish and, as a
      consequence, it may be necessary to terminate the employment of certain
      employees. In effecting any such terminations, the parties will use
      reasonable endeavours, including taking the Appropriate Steps, to minimise
      any Liabilities which arise as a
consequence.

            


    

     

    Where the
employment of an employee of a member of the Retained Group is terminated where
that person is exclusively or principally engaged in an Acquired Business, the
relevant Investor which is to buy that Acquired Business will bear the cost (if
any) of such termination and will indemnify the appropriate member of the
Retained Group against any Liability accordingly. Such termination will not be
effected without the prior approval of the relevant Investor who will bear the
cost (such approval not to be unreasonably withheld or delayed).

     

    Where the
employment of an employee of an Acquired Company acquired by one Investor is
terminated where that person is exclusively or principally engaged in the
Acquired Business acquired by another Investor, that other Investor will bear
the cost (if any) of such termination and will indemnify the first-mentioned
Investor against any Liability accordingly. 

     

    
      
        
        

      

      
        68

        
          

        

      

      
        
        

      

       

    

    
      Such termination
will not be effected without the prior approval of the relevant Investor who
will bear the cost (such approval not to be unreasonably withheld or
delayed).

       

      Where the
employment of an employee of an Acquired Company is terminated where that person
is exclusively or principally engaged in the Retained Business, then the
Retained Group (that is, indirectly, the Investors in the Consortium
Proportions) will bear the cost (if any) of such termination and shall indemnify
the Acquired Company against any Liability accordingly. 

    

     

    Such termination
will not be effected without the prior approval of the Company (such approval
not to be unreasonably withheld or delayed).

     

    Where any employee
whose employment would otherwise have been terminated (because the further
requirement for his or her services has changed or diminished) becomes employed
by a “mobility organisation” or some other local equivalent (such that the
employee becomes engaged by an employer other than a company in either one of
the Acquired Businesses or the Retained Business) the principles set out above
shall continue to apply in respect of any Liabilities relating to that
employee’s employment by the mobility organisation or the termination of his or
her employment by such organisation notwithstanding that such termination may
occur at a later date.

     

    
      	
              7

            	
              Where an
      employee is seconded from an Acquired Business to the Retained Business or
      vice versa the parties shall consult with a view to agreeing when the
      secondment shall end having regard to their respective business needs and
      whether or not an offer should be made to that employee so that he or she
      should cease to be an employee of an Acquired Company or (as the case may
      be) a member of the Retained Group and become an employee of a member of
      the Retained Group or (as the case may be) of an Acquired Company. Where
      the relevant parties agree such an offer is to be made, the parties will
      take such of the Appropriate Steps as are reasonably necessary to effect
      the change of employer of the employee concerned and to minimise any
      Liabilities associated with the termination of any such secondment
      arrangements. Any such Liabilities will be allocated according to the
      principles set out in paragraph 5 of this Part
  4.

            


    

     

    
      	
              8

            	
              Where an
      employee is seconded from one Acquired Business to an Acquired Business to
      be bought by another Investor the relevant Investors shall consult with a
      view to agreeing when the secondment shall end having regard to their
      respective business needs and whether or not an offer should be made to
      that employee so that he or she should cease to be an employee of one
      Acquired Company and become an employee of a different Acquired Company.
      Where the relevant parties agree such an offer is to be made, the parties
      will take such of the Appropriate Steps as are reasonably necessary to
      effect the change of employer of the employee concerned and to minimise
      any Liabilities associated with the termination of any such secondment
      arrangements. Any such Liabilities will be allocated according to the
      principles set out in paragraph 5 of this Part
  4.

            


    

     

    
      	
              9

            	
              Where the
      parties are unable to agree a resolution under paragraph 7 or 8, the
      employee will continue to be governed by the terms of his or her
      secondment agreement and shall return to the company by which he or she is
      employed at the end of the secondment agreement or otherwise in accordance
      with its terms.

            


    

     

    
      	
              10

            	
              In the case
      of those employees not covered by paragraphs 4, 5, 6, 7 and 8 of this Part
      4 the parties shall consult with each other as required, with a view to
      determining (as soon as reasonably
practicable):

            


    

     

    
      	
              10.1

            	
              whether or
      not all or any of such employees should become employees of an Acquired
      Company or a member of the Retained Group;
and

            


    

     

    
      
        
        

      

      
        69

        
          

        

      

      
        
        

      

    

     

    
      	
              10.2

            	
              what
      arrangements should be made to ensure that an Investor or the Retained
      Group, as the case may be, does not suffer as a result of certain
      employees not becoming its
employees,

            


    

     

    and the parties
shall use their reasonable endeavours to give effect to such
determination.

     

    Once the parties
have determined which employees should be employed by a member of an Acquired
Group or the Retained Group (as the case may be), each Investor (in relation to
its Acquired Group) and the Company (in relation to the Retained Group) shall
procure that such Appropriate Steps as are agreed (such agreement not to be
unreasonably withheld or delayed) are taken in relation to each relevant
employee and the other parties shall procure a release of such employee’s
obligations in order that the employee is able to accept such an offer of
employment made to him as an Appropriate Step.

     

    
      	
              11

            	
              It is the
      intention of the parties, save (i) as provided otherwise in this Part 4;
      and (ii) as otherwise agreed between the parties; that all Liabilities in
      respect of an employee (whether relating to their employment prior to the
      relevant Completion, to steps taken to move their employment to a company
      carrying on the appropriate Acquired Business or to a company in the
      Retained Group or to the termination of their employment) shall be
      borne:

            


    

     

    
      	
              11.1

            	
              in respect of
      employees exclusively or principally engaged in the RBS, the State or
      Santander Acquired Businesses, as the case may be, by RBS, the State or
      Santander (respectively); and

            


    

     

    
      	
              11.2

            	
              in respect of
      employees exclusively or principally engaged in the Retained Business, by
      the Retained Group; and

            


    

     

    
      	
              11.3

            	
              where it is
      not possible to determine in accordance with the procedure set out in
      paragraph 3 above where such employees were engaged, between the Retained
      Group and the relevant Investor(s) or between the relevant Investors (as
      the case may be) having regard to (i) the proportion of the employee’s
      duties prior to the relevant Completion which related to each such entity;
      or (ii) to such other principles as the parties, acting reasonably,
      agree.

            


    

     

    
      	
              12

            	
              If the sale
      and purchase of any Acquired Business, or any act or omission after the
      relevant Completion by an Investor or a member of its Group or by a member
      of the Retained Group shall entitle any employee to treat his or her
      employment as terminated or otherwise to bring an action against any
      Acquired Company or any member of the Retained Group (as the case may be)
      in respect of his or her employment, the parties shall consult with a view
      to reducing or mitigating any Liabilities. To the extent that such
      Liabilities do arise, the costs in respect of an employee exclusively or
      principally engaged in the RBS, the State or Santander Acquired
      Businesses, as the case may be, shall be borne by RBS, the State or
      Santander (respectively) and the costs in respect of an employee
      exclusively or principally engaged in the Retained Business shall be borne
      by the Retained Group.

            


    

     

    If it is not
possible to determine that the relevant employee is exclusively or principally
engaged in one or more of the RBS, the State or Santander Acquired Businesses or
the Retained Business, the Liabilities shall be borne between the Retained
Group, and the relevant Investor(s) or between the relevant Investors (as the
case may be) having regard to (i) the proportion of the employee’s duties prior
to any relevant Completion which relate to each such entity; or (ii) such other
principles as the parties, acting reasonably agree.

     

    
      
        
        

      

      
        70

        
          

        

      

      
        
        

      

    

     

    
      	
              13

            	
              Without
      prejudice to Clause 5.5 of this Agreement, prior to any relevant
      Completion, any Investor may provide management and other services to one
      or more of the other Acquired Businesses and/or the Retained Business on
      such terms (including appropriate charges) as may be agreed between the
      parties.

            


    

     

    
      	
              14

            	
              For the
      avoidance of doubt, all pension Liabilities in relation to employees and
      former employees of the Acquired Businesses and Retained Business will be
      dealt with in accordance with Part 5 of Schedule 1. Hence, this Part 4
      relates only to non-pension Liabilities in respect of such
      employees.

            


    

     

    
      	
              15

            	
              Where an
      employee is allocated to an Investor in accordance with the terms of Part
      4 of this Schedule 1, that Investor shall, in relation to employees
      allocated to it, take custody of (or if appropriate, retain custody of)
      any data which is held by the employer for the purpose of the employment
      relationship (“HR
      Data”) and will at all times treat such data in accordance with
      that Investor’s internal data protection policies and any applicable laws.
      Similarly, any Liability for failure to comply with any relevant data
      protection laws will fall on the Investor to whom that employee is
      allocated.

            


    

     

    
      	
              16

            	
              If the
      parties cannot, acting reasonably, determine (i) that an employee is
      exclusively or principally engaged in a particular Acquired Business or
      the Retained Business; or (ii) how Liabilities for any employee are
      allocated pursuant to this Part 4; any party affected by such failure to
      make a determination can escalate the issue in question, via its normal
      internal governance routes, to such party’s Head of HR, who will raise
      that issue with any other affected party/parties. For these purposes, the
      relevant Heads of HR are Tony Williams in respect of RBS, Alexandra
      Philippi in respect of State and Sinead O’Connor in respect of Santander
      and references to the relevant Head of HR shall include their successors
      from time to time.

            


    

     

    
      	
              17

            	
              Any dispute
      not covered by paragraph 16 shall if not resolved by agreement between the
      parties within 60 business days of such dispute arising, be determined in
      accordance with Clause 9 of the
Agreement.

            


    

     

    
      
        
        

      

      
        71

        
          

        

      

      
        
        

      

    

     

    Schedule
1 – Part 5

    Pensions

     

    
      	
              1

            	
              As soon as
      reasonably practicable and subject to applicable legal and regulatory
      provisions, the Investors will in relation to each pension plan negotiate
      in good faith and enter into detailed agreements consistent with the
      following principles.

            


    

     

    
      	
              2

            	
              The Investors
      acknowledge that the general principles in respect of pensions are
      that:

            


    

     

    
      	
               
      

            	
              (a)

            	
              all pension
      Liabilities and pension costs in respect of employees will be borne by the
      appropriate Acquired Businesses or Retained Business on the same basis as
      all Liabilities of an employee will be allocated under paragraph 9 of
      Schedule 2 – Part 4 (Employment) of this Agreement;
  and

            


    

     

    
      	
               
      

            	
              (b)

            	
              the pension
      Liabilities and pension costs in respect of former employees will be borne
      by the appropriate Acquired Businesses or Retained Business by applying,
      to the extent possible
      and
      having regard to paragraphs 11 and 12 of this Part of this
      Schedule,
      the principles of allocation of Liabilities under paragraph 9 of
      Schedule 2 – Part 4 (Employment) of this Agreement but with reference to
      the employment those former employees had at the time of termination of
      their employment agreement.

            


    

     

    
      	
              3

            	
              The Investors
      will, subject to applicable legal and regulatory provisions and having
      regard to the history and circumstances of the plan, agree whether
      following Completion each plan should continue
  as:

            


    

     

    
      	
               
      

            	
              (a)

            	
              a
      multi-employer plan; or

            


    

     

    
      	
               
      

            	
              (b)

            	
              a single
      employer plan.

            


    

     

    Multi-employer
plans

     

    
      	
              4

            	
              Where
      the Investors agree that following the relevant date of Completion
      a current plan should continue as a multi-employer plan, the relevant
      companies within the Acquired Businesses and the Retained Business will
      continue to participate in the plan on such other terms and conditions as
      are agreed by the Investors from time to time, provided that those terms
      and conditions, together with, where appropriate, any compensations agreed
      between the Acquired Businesses and the Retained Business, accord with the
      general principles stated in paragraph 2 of this Part of this
      Schedule.

            


    

     

    Single
employer plans

     

    
      	
              5

            	
              Where
      the Investors
      agree that following
      the
      relevant date of Completion
      a plan should continue
      as or be converted to a single employer plan, subject
      to applicable legal and regulatory provisions, the Investors will agree
      who will be the principal sponsoring employer. This could be a company
      within one of the Acquired Businesses or the Retained Business. This will
      normally be the company which is currently the principal sponsoring
      employer, but may be changed by agreement if the current membership of the
      plan is inconsistent with this. To the extent that this results in one
      Acquired Business or the Retained Business taking responsibility for
      Liabilities for former employees of another Acquired Business or the
      Retained Business (as the case may be), a valuation adjustment amongst the
      involved Acquired Business(es) and/or the Retained Business will be made
      in accordance with the financial position of the plan on an IAS19 basis
      (including allowance

            


    

    
       

      
        
          
          

        

        
          72

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                for discretionary benefits
      where this has been incorporated previously in the IAS19
      valuation).

              


      

       

    

    Cessation
of participation

     

    
      	
              6

            	
              If a company
      within the Acquired Businesses or the Retained Business ceases to
      participate in a plan, the Investors will use reasonable endeavours to
      procure that a transfer value is paid from that plan to a new plan for
      employees of that Acquired Business or Retained Business or company within
      that business (in respect of current employees and/or former employees).
      The Investors will agree a proposed transfer value basis to be put to the
      trustees or managers of the plan.

            


    

     

    
      	
              7

            	
              To the extent
      that the transfer value actually paid differs from the value of the
      Liabilities transferred on an IAS19 basis multiplied by the funding level
      of the plan on the IAS19 basis, a cash adjustment will be due between the
      Acquired Businesses and/or Retained Business which accords with the
      general principles stated in paragraph 2 of this Part of this Schedule.
      The Investors will cooperate to ensure that any adjustments are applied in
      as tax efficient manner as
possible.

            


    

     

    
      	
              8

            	
              The Investor
      which either is or owns the continuing principal sponsoring employer of
      any pension plan will indemnify and hold harmless in full each member of
      the Retained Group (whilst such member remains part of the Retained Group)
      and each of the other Investors and members of their respective Groups -
      being, for this purpose, in the case of RBS, the Wider RBS Group -
      (including, for this purpose their Acquired Companies whilst such Acquired
      Companies are members of the ABN AMRO Group or the relevant Investor’s
      Group in respect of any actions, proceedings, costs, claims and demands,
      incurred by any of those other Investors and members of their Groups
      (including their Acquired Companies), in relation to any liability arising
      in respect of that pension plan. The Investors agree that any liability
      incurred as a result of the indemnity in this paragraph 8 will not
      constitute a liability that is recoverable under paragraph 7.1 of Part 1
      of Schedule 1 in respect of pension liabilities relating to any of the
      pension plans and each such Investor undertakes not to seek to rely on the
      indemnity under paragraph 7.1 of Part 1 of Schedule 1 in respect of such
      liabilities.

            


    

     

    
      	
              9

            	
              Where a
      company within the Acquired Business or Retained Business ceases to
      participate in a plan, it will procure alternative pension provision for
      future service if it is required to do so by applicable legal or
      regulatory provisions.

            


    

     

    Defined
contribution plans and unfunded pension liabilities

     

    
      	
              10

            	
              The
      principles stated in this Part of this Schedule will be modified as
      appropriate as follows:

            


    

     

    
      	
               
      

            	
              (c)

            	
              the general
      principles stated above apply mutatis mutandis to defined contribution
      plans and, where possible, unfunded pension
  Liabilities;

            


    

     

    
      	
               
      

            	
              (d)

            	
              to the extent
      that any unfunded pension Liabilities or any excess of funding in any plan
      cannot be allocated to any Acquired Businesses and/or the Retained
      Business by applying the foregoing principles, such unfunded pension
      Liabilities or any excess of funding will be allocated to the Retained
      Business and shared by the Investors in accordance with their
      participation in the Retained Business;
and

            


    

     

    
      
        
        

      

      
        73

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (e)

            	
              to the extent
      that the Investors agree that defined contribution and unfunded pension
      Liabilities will be transferred under such general principles, the
      Investors will agree the appropriate transfer amount to be paid within a
      reasonable period.

            


    

     

    General

     

    
      	
              11

            	
              The Investors
      acknowledge that attributing Liabilities precisely for former employees to
      each Investor may be difficult or impossible and will use suitable
      approximations where appropriate, having regard to
  cost.

            


    

     

    
      	
              12

            	
              The Investors
      acknowledge that transfers of former employees between plans may be
      contentious or potentially contentious in
      some cases, and will cooperate to ensure that former employees may remain
      in their existing plan where this is appropriate and accords with the
      general principles stated in paragraph 2 of this Part of this
      Schedule.

            


    

     

    
      	
              13

            	
              The Investors
      agree that if any dispute arises in respect of pensions then it shall be
      determined in accordance with Clause 9 of this Agreement save that the
      Investors may agree that the dispute will be determined by an independent
      actuary instead of an Independent Accountant, in which case references in
      Clause 9 to Independent Accountants shall be read as references to an
      independent actuary and references in Clause 9 to the President of the
      Institute of Chartered Accountants shall be read as references to the
      President of the Institute of
Actuaries.

            


    

     

    
      	
              14

            	
              This
      paragraph 14 of this Part of this Schedule applies in respect of all
      pension plans in
      relation to which payments had not yet been made in accordance with
      paragraph 5 and (where applicable) paragraph 7 of this Part of this
      Schedule before the effective date of the Dutch legal demerger (afsplitsing)
      of certain assets and liabilities of RBS NV to ABN AMRO Bank, which
      occurred on 6 February 2010 (such pension plans the “Outstanding
      Plans”). The provisions in paragraphs 1 to 13 of this Part 5 of
      this Schedule 1 apply to the Outstanding Plans with the following
      exceptions:

            


    

     

    
      	
              14.1

            	
              In respect of
      the Outstanding Plans, no valuation adjustment shall be carried out in
      accordance with paragraph 5 of this Part of this Schedule and no cash
      adjustment will be due in accordance with paragraph 7 of this Part of this
      Schedule. Instead, in accordance with and pursuant to a “Pensions
      Unbundling and Settlement Deed” entered into by RBS, Santander, the State,
      the Company, ABN AMRO Bank and Fortis Investment Management N.V. dated 1
      April 2010 (the “Pensions
      Unbundling and Settlement Deed”), RBS and Santander shall each make
      the following one-off payments to ABN AMRO
Bank:

            


    

     

    
      	
               
      

            	
              14.1.1

            	
              a
      compensation payment in respect of future administration expenses of the
      Dutch Outstanding Plans equal to the following
  amounts:

            


    

     

    
      	
               
      

            	
              (i)

            	
              RBS: EUR 14.1
      million; and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Santander:
      EUR 1.5 million;

            


    

     

    
      	
               
      

            	
              14.1.2

            	
              a
      compensation payment in respect of the future cost of purchasing annuities
      in respect of liabilities relating to the Dutch Outstanding Plans equal to
      the following amounts:

            


    

     

    
      	
               
      

            	
              (i)

            	
              RBS: EUR 21.1
      million; and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Santander:
      EUR 1.8 million.

            


    

     

    
      	
              14.2

            	
              In respect of
      the Dutch Outstanding Plans, where the Investors or any of members of
      their Groups (including their Acquired Companies) cease participating in
      such pension plans,

            


    

    
       

      
        
          
          

        

        
          74

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                the relevant
      party will use reasonable endeavours to procure that a transfer value is
      paid from that Dutch Outstanding Plan to a new plan for relevant employees
      who participated in the Dutch Outstanding Plan (in respect of current
      employees and/or former employees) and that the relevant Investor or
      member of its Group (including their Acquired Companies) will apply the
      “opt-out mechanism” in respect of the Dutch Outstanding Plans, so that all
      relevant individual members will be informed that their accrued pension
      will be transferred to the new plan, unless they object within a certain
      specified period.

              


      

       

    

    
      	
              14.3

            	
              The policy of
      the trustees of the Dutch Outstanding Plans in the case of a transfer
      value basis referred to under paragraph 6 of this Part of this Schedule is
      to transfer assets that are the multiplication of the liabilities on an
      FTK-basis (Financieel
      ToetsingsKader) with, as a minimum, the lower of its funding ratio
      (calculated on the same FTK- basis) and the funding ratio of the receiving
      fund. In any event, the minimum transfer value will be at least as great
      as that which is required under the Decree on the implementation of the
      Pension Act and the Act on Compulsory Membership of an Occupational
      Pension Scheme (both Acts in the Netherlands, “Besluit
      uitvoering Pensioenwet en Wet verplichte beroepspensioenregeling”).
      If the transfer value calculated by the trustees of the Dutch Outstanding
      Plans is lower than the minimum transfer value set out in this paragraph
      14.3 of this Part of this Schedule, notwithstanding the obligation on RBS
      under paragraph 6 of this Part of this Schedule, RBS may refuse to accept
      a transfer from the relevant Dutch Outstanding Plan. For the avoidance of
      doubt, a refusal by RBS to accept a transfer in accordance with this
      paragraph 14.3 of this Part of this Schedule will not lead to an
      obligation to pay compensation in excess of the compensation referred to
      in paragraph 14.1.1 and 14.1.2 of this Part of this
    Schedule.

            


    

     

    
      	
              14.4

            	
              With the
      exception of the payment obligations under the Pensions Unbundling and
      Settlement Deed and payment of any transfer value in accordance with
      paragraph 6 of this Part of this Schedule, the Investors agree that none
      of the Investors or members of their Groups (including their Acquired
      Companies) shall have any further liability to make any payment, valuation
      adjustment or cash adjustments to any other Investor or members of their
      respective Groups (including their Acquired Companies) in respect of any
      of the Outstanding Plans.

            


    

     

    
      	
              14.5

            	
              To the extent
      that there is any conflict between this Agreement and the Pensions
      Unbundling and Settlement Deed then the wording in the Pensions Unbundling
      and Settlement Deed shall prevail over this Agreement. For the avoidance
      of doubt, to the extent that the provisions of the Pensions Unbundling and
      Settlement Deed do not relate in any way to any provision of this
      Agreement, the Pensions Unbundling and Settlement Deed and this Agreement
      shall not be deemed to conflict.

            


    

     

    
      
        
        

      

      
        75

        
          

        

      

      
        
        

      

       

    

    Schedule
1 – Part 6

    Intellectual
Property

     

    
      	
              1

            	
              In this
      Agreement:

            


    

     

    “ABN
AMRO Trade Marks” shall have the meaning given to it in the RBS
Transitional Trade Mark Licence;

     

    “ABN
AMRO Device Trademark” shall have the meaning given to it in the
Santander Transitional Trade Mark Licence;

     

    “Intellectual
Property” means trade marks, service marks, trade names, logos, domain
names, get-up, patents, inventions, design rights, copyrights, neighbouring
rights and moral rights, know-how, semi-conductor topography rights, database
rights and all other similar rights which may subsist in any part of the world,
whether or not such rights are registered, including, without limitation, any
registrations of such rights and applications and rights to apply for such
registrations;

     

    “RBS
Transitional
Trade Mark Licence” means the transitional trade mark licence entered
into between RBS NV and ABN AMRO Bank on 5 February 2010, as amended from time
to time; and

     

    “Santander
Transitional Trade Mark Licence” means the transitional trade mark
licence entered into between Santander, Banco Santander (Brasil) S.A. and ABN
AMRO Bank on 5 February 2010.

     

    
      	
              2

            	
              The parties
      recognise that as part of the transfer of the Acquired Businesses to the
      Investors the Acquired Business Assets for each Acquired Business shall
      include the Intellectual Property assets and related contracts which are
      exclusively or principally used by that Acquired Business. Nothing in this
      Part of this Schedule shall affect the ownership of these assets or the
      validity of the related contracts.

            


    

     

    
      	
              3

            	
              At any time a party may make a
      written request for a licence to use a particular item of Intellectual
      Property owned by another party and in existence as at 10 October 2007
      (other than the ABN AMRO Trade Marks to which the RBS Transitional Trade
      Mark Licence shall apply and the ABN AMRO Device Trademark to which the
      Santander Transitional Trade Mark Licence shall apply) and the relevant
      parties agree that within 90 days following such notice that they shall
      negotiate in good faith and use their best endeavours to agree any such
      request - with consent not being unreasonably withheld - with the
      intention that each of the RBS, Santander and State Acquired Businesses
      and the Retained Business shall be able to continue to operate without
      hindrance and for no additional consideration in the manner in which they
      operated immediately prior to the relevant Completion Date. Unless agreed
      otherwise the licence shall be non-exclusive, royalty-free, world-wide and
      perpetual, so far as the licensor is able to grant such a licence at no
      additional cost.

            


    

     

    
      	
              4

            	
              The parties
      acknowledge that much of the know-how owned or used by the RBS Holdings
      Group and Acquired Businesses is and will remain of a confidential nature
      and agree to take reasonable and appropriate steps to ensure that
      confidentiality is preserved following the transfer of the Acquired
      Business Assets and in the future conduct of the businesses to be carried
      on by the Acquired Group and the Retained
Group.

            


    

     

    
      	
              5

            	
              Any dispute
      in respect of the matters in this Part of this Schedule which is not
      resolved by agreement between the parties within 60 Business Days of such
      dispute arising (such 60 

            


    

    
       

      
        
          
          

        

        
          76

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                Business Days
      to commence, for the purposes of any dispute pursuant to paragraph 4 of
      this Part of this Schedule, on expiry of the 90-day period referred to in
      that paragraph) shall be determined in accordance with Clause 9 of this
      Agreement save that:

              


      

       

    

    
      	
               
      

            	
              (a)

            	
              references in
      Clause 9 to the Independent Accountants shall, for the purposes of this
      Schedule, be read as references to a single QC who is an expert in
      Intellectual Property in London, England, or, if the relevant parties
      jointly consider it to be more appropriate, an expert of equivalent
      seniority in the jurisdiction in which the Intellectual Property asset in
      question subsists; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              references in
      Clause 9 to the President of the Institute of Chartered Accountants shall
      be read as references to the President of the Law
  Society.

            


    

     

    The objective of
the expert determination pursuant to this paragraph, (i) in the case of a Wrong
Box Asset claim relating to Intellectual Property, shall be to determine which
business has the strongest claim to ownership of the relevant Intellectual
Property on a worldwide basis, taking into account which business has invested
the most in creating, developing and promoting the relevant Intellectual
Property to date, and, (ii) in the case of a request for a licence under
paragraph 4 of this Part of this Schedule, shall be to determine fair and
reasonable terms for such licence.

     

    
      	
              6

            	
              Without
      prejudice to Clause 20.10 of this Agreement, each party shall, and the
      Company shall use its reasonable endeavours to procure that any relevant
      third party shall, do all such things and execute all such documents as
      may reasonably be requested by any other party for the purposes of giving
      full legal effect to the provisions of this Part of this Schedule,
      including in order to vest or perfect title to any Intellectual Property,
      to record such title with any relevant registry or to apply for
      registration in respect of any new Intellectual Property at any
      registry.

            


    

     

    
      
        
        

      

      
        77

        
          

        

      

      
        
        

      

       

    

    Schedule
1 – Part 7

    Real
Estate

     

    
      	
              1

            	
              The parties
      shall use their reasonable endeavours to agree that the rights transferred
      pursuant to Clause 5 and the remaining provisions of this Schedule
      relating to real estate (including licenses, easements, rights of way and
      other similar rights) are sufficient to enable each of the Acquired
      Businesses and the Retained Business to be carried on in the ordinary
      course.

            


    

     

    
      	
              2

            	
              Until such
      time as specific real estate is allocated between the Acquired Businesses
      and/or to the extent that premises or real estate rights are shared
      between Acquired Businesses or between one or more Acquired Businesses and
      the Retained Business, both the costs and the benefits of such premises,
      or rights of such premises, shall be shared or allocated between the
      relevant Investors or members of the RBS Holdings Group in accordance with
      the principles set out in Clause 5 of this Agreement and in the Leasing
      Principles and Treatment of Property Stranded Costs
      Principles.

            


    

     

    
      	
              3

            	
              Without
      limitation, the parties shall use their reasonable endeavours to agree the
      following in addition to but following the general principles set out in
      paragraphs 1 and 2 of this Schedule 1 Part
7:

            


    

     

    
      	
              3.1

            	
              where
      premises are shared, which Acquired Business will retain ownership of the
      property or relevant lease and the basis of occupation of the other
      Acquired Businesses including any rent or licence fee to be paid for such
      occupation by the other Acquired Businesses, how long such occupation will
      last and the other terms of such
occupation;

            


    

     

    
      	
              3.2

            	
              where
      premises are shared, how existing services provided in respect of the
      relevant property are to be provided to all the relevant Acquired
      Businesses;

            


    

     

    
      	
              3.3

            	
              if any
      properties are held by a specific real estate holding company, which
      Acquired Business will own such entity and how the other Acquired
      Businesses will continue to occupy;

            


    

     

    
      	
              3.4

            	
              how
      guarantees already in place from one Acquired Business in respect of the
      occupation of real estate by another Acquired Business are to be dealt
      with;

            


    

     

    
      	
              3.5

            	
              which
      Acquired Business will be responsible for historic liabilities (including,
      but not limited to, environmental and regulatory liabilities) in respect
      of which properties;

            


    

     

    
      	
              3.6

            	
              that
      transfers of any properties or interests in any properties are carried out
      in the most tax efficient way for the Acquired Businesses involved;
      and

            


    

     

    
      	
              3.7

            	
              where the
      Acquired Businesses are controlled by, or consolidated into, any of the
      Investors, or otherwise leave the RBS Holdings Group, and this results in
      breaches of existing leases or licences, or adversely affects any ongoing
      occupations or ongoing disposals (by termination or otherwise), how this
      is to be dealt with.

            


    

     

    
      	
              4

            	
              Subject to
      paragraph 5 of this Schedule 2 Part 8, any dispute in respect of the
      matters in this Part of this Schedule which is not resolved by agreement
      between the parties within 60 Business Days of such dispute arising shall
      be determined in accordance with Clause 9 of the Agreement, but for the
      purposes of determining disputes where real estate assets are the primary
      disputed assets:

            


    

     

    
      
        
        

      

      
        78

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              4.1

            	
              in England
      and Wales, the relevant parties shall appoint a chartered surveyor in the
      relevant jurisdiction or (in relation to legal issues) a single QC well
      versed in real estate law who shall determine any dispute arising as an
      expert and not as an arbitrator and in the absence of any agreement as to
      such a chartered surveyor or QC, the parties shall refer that appointment
      to the President of the Royal Institution of Chartered Surveyors or the
      President of the Law Society in London (as the case may be) who shall be
      substituted for the reference in Clause 9 of the Agreement to the
      “Independent Accountants”;

            


    

     

    
      	
               
      

            	
              4.2

            	
              in a
      jurisdiction other than England and Wales, the relevant parties shall
      appoint the local (national) nearest equivalent to either a chartered
      surveyor in the relevant jurisdiction or (in relation to legal issues) a
      single QC well versed in real estate law in the relevant jurisdiction who
      shall determine any dispute arising as an expert and not as an arbitrator
      and in the absence of any agreement as to such a equivalent to a chartered
      surveyor or QC, the parties shall refer that appointment to the local
      national equivalent to the president or chairman of the Royal Institution
      of Chartered Surveyors or the president or chairman of the Law Society (by
      way of example:

            


    

     

    
      	
               
      

            	
              4.2.1

            	
              equivalents
      to the Law Society of England and Wales
are:

            


    

     

    
      	
               
      

            	
              (i)

            	
              in Spain, the
      Colegio de Abogados de Madrid;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              in Italy, the
      Consiglio Nazionale Forense;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              in Brazil,
      the Ordem dos Advogados do Brasil;
and

            


    

     

    
      	
               
      

            	
              (iv)

            	
              in the
      Netherlands, the Nederlandse Orde van
Advocaten;

            


    

     

    and

     

    
      	
               
      

            	
              4.2.2

            	
              an equivalent
      to the Royal Institute of Chartered Surveyors in London in Spain is the
      Colegio Oficial de Aparejadores y Arquitectores Tecnicos de
      Madrid)

            


    

     

    who shall be
substituted for the reference in Clause 9 of the Agreement to the “Independent
Accountants”; or

     

    
      	
               
      

            	
              4.3

            	
              across more
      than one jurisdiction, this shall be determined in accordance with Clause
      9 of this Agreement.

            


    

     

    
      	
              5

            	
              Any dispute
      where real estate assets are the primary subject matter of the dispute,
      and the circumstances involve operations from one or more real estate
      assets being significantly adversely affected; and/or may result in any
      Investor being seriously reputationally adversely affected; shall be dealt
      with as follows:

            


    

     

    
      	
               
      

            	
              5.1

            	
              immediately
      an Investor is aware of a dispute or the potential of a dispute, it shall
      notify the other Investors of all relevant facts of the dispute of which
      it is aware (acting in good faith), such notice to be served following the
      requirements of Clause 21;

            


    

     

    
      	
               
      

            	
              5.2

            	
              following
      service of notice on all Investors under paragraph 5.1 of this Schedule 2
      Part 8, the Investors shall use all reasonable endeavours to resolve the
      dispute within 2 Business Days in a just and equitable
    manner;

            


    

     

    
      	
               
      

            	
              5.3

            	
              failing
      agreement being reached under paragraph 5.2 of this Schedule 2 Part 8, the
      dispute shall be immediately referred
to:

            


    

     

    
      
        
        

      

      
        79

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              5.3.1

            	
              in the case
      of RBS, the Chief Administrative Officer of the RBS
  Group;

            


    

     

    
      	
               
      

            	
              5.3.2

            	
              in the case
      of State, the Director of Financieringen;
and

            


    

     

    
      	
               
      

            	
              5.3.3

            	
              in the case
      of Santander, Chief Technology and Operations Officer, reporting directly
      to the Chief Executive of
Santander;

            


    

     

    which shall use all
reasonable endeavours to resolve the dispute within 2 Business Days in a just
and equitable manner;

     

    
      	
               
      

            	
              5.4

            	
              failing
      agreement being reached under paragraph 5.3 of this Schedule 2 Part 8, the
      dispute shall be immediately referred to the Chief Executive of each
      Investor which shall use all reasonable endeavours to resolve the dispute
      within 2 Business Days in a just and equitable
  manner.

            


    

     

    
      	
               
      

            	
              5.5

            	
              if agreement
      is still not reached under paragraph 5.4 of this Schedule 2 Part 8, then
      the dispute shall be resolved in accordance with paragraph 4 of this
      Schedule 2 part 8 in all respects, except that the first part of paragraph
      4 shall be replaced with the following
words

            


    

     

    “any dispute in
respect of the matters in this Part of this Schedule shall be determined in
accordance with Clause 9 of the Agreement, but for the purposes of determining
disputes where real estate assets are the primary disputed assets:

     

    [and the remainder
of paragraph 4, being 4.1 ...4.3, are read in full, unchanged]”

     

    and for the
avoidance of doubt the parties shall in this circumstance not wait 60 Business
Days before referring the matter for determination under Clause 9 (with the
amended references to Clause 9 provided for under paragraph 4 of this Schedule 2
Part 8).

     

    
      
        
        

      

      
        80

        
          

        

      

      
        
        

      

    

     

    Schedule
1 – Part 8

    Regulatory
Matters

     

    
      	
              1

            	
              The parties
      agree that RBS will take lead responsibility for running the RBS Holdings
      Group.

            


    

     

    
      	
              2

            	
              For the
      avoidance of doubt and notwithstanding any other provision of this
      Agreement (other than Clause 13), each of the Investors acknowledges that
      (subject to paragraph 3 below) the Company shall be governed and operated
      in accordance with the governance, risk management and systems and
      controls policies and procedures reasonably determined by RBS from time to
      time to be necessary or desirable to ensure that the Company, RBS Holdings
      Group and each RBS Holdings Group Company are managed in accordance with
      the regulatory requirements applying under applicable laws and regulations
      (including, in particular that RBS Holdings, RBS NV and ABN AMRO Bank are
      Dutch companies regulated by DNB).

            


    

     

    
      	
              3

            	
              Without
      prejudice to the provision of paragraph 2 above and to the extent
      acceptable to the DNB and any other Regulator and solely to the extent
      applicable to any State Acquired Businesses or Santander Businesses that
      are owned by the RBS Holdings Group, RBS shall have regard to the
      governance, risk management and systems and controls requirements which
      apply to the Investors and their respective Groups under applicable laws
      and regulations and which are notified from time to time in writing to RBS
      by the State and Santander, respectively. In addition, the Investors
      acknowledge that groups of Regulators may from time to time reach
      understandings in relation to the management of the Company and the RBS
      Holdings Group. The Investors agree to use all reasonable endeavours to
      ensure that all such understandings communicated to the Company are
      properly implemented.

            


    

     

    
      	
              4

            	
              In exercising
      its rights and fulfilling its duties under or pursuant to this Agreement
      with respect to the RBS Holdings Group, the Company will act, and the
      Investors shall procure that the Company shall act, in accordance with the
      policies and procedures determined by RBS pursuant to paragraph 2
      above.

            


    

     

    
      	
              5

            	
              None of the
      parties shall do or omit to do anything which causes any of the other
      parties, any member of their respective Groups or any member of the RBS
      Holdings Group to breach any applicable law
      or regulatory requirement. Each
      party will co-operate with
      each other party with a view to ensuring (insofar as it is reasonably able
      and subject to applicable law and regulations and the provisions of this
      Agreement) that for as long as any
      Acquired Business, Retained Business and/or RBS
      Holdings Group Company
      is the subject of clauses 5 and 6 of the Agreement, such company
      will conduct its affairs in compliance with the applicable regulatory
      requirements of each relevant
  Regulator.

            


    

     

    
      	
              6

            	
              Each
      party will co-operate with each other party with a view to ensuring
      (insofar
      as it is reasonably able and subject to applicable law and regulations and
      the provisions of this Agreement) that any
      information relating to the Company or any RBS
      Holdings Group Company
      which is required under applicable laws and regulations, or
      is requested
      by a relevant Regulator, to be provided by an Investor or a member of its
      Group to a relevant Regulator is made available to that Investor for it or
      the relevant member of its Group to provide to that Regulator.

            


    

     

    
      	
              7

            	
              Subject to
      applicable laws and regulations and the following provisions of this
      paragraph 7:

            


    

     

    
      
        
        

      

      
        81

        
          

        

      

      
        
        

      

    

     

    
      	
              7.1

            	
              the Company
      shall notify each of the Investors of any communication received by it
      from any relevant Regulator in relation to the latter’s regulation of the
      RBS Holdings Group as soon as reasonably practicable after receipt
      thereof;

            


    

     

    
      	
              7.2

            	
              each of the
      Investors shall be entitled to make representations to the Company to
      assist it in responding to any such communication;
  and

            


    

     

    
      	
              7.3

            	
              none of the
      Investors shall object to the other Investors (or their representatives)
      attending at any meeting or on any call between the Company and a relevant
      Regulator.

            


    

     

    
      	
              8

            	
              Notwithstanding
      the foregoing, each Investor acknowledges that it shall not be entitled to
      receive notice of any communication under paragraph 7.1 above, or to make
      representations pursuant to paragraph 7.2 above, or to attend or
      participate at any meeting or on any call between the Company and any
      Regulator, if (i) that Regulator objects (for whatever reason), or (ii)
      the Investor has no material interest in the specific subject matter which
      is the subject of the communication, meeting or
  call.

            


    

     

    
      
        
        

      

      
        82

        
          

        

      

      
        
        

      

    

     

    Schedule
1 – Part 9

    Tax
Matters

     

    
      	
              1

            	
              Tax
      Agreements

            


    

     

    
      	
              1.1

            	
              The parties
      acknowledge that the following Tax Agreements have been or will be entered
      into between the parties and that certain matters that would otherwise
      fall within the scope of the provisions of this Schedule 1 - Part 9 may be
      covered by such Tax Agreements:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      Separation Tax Agreement;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the Tax
      Segregation Agreement;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              the Global
      Tax Agreement between RBS, the State, RBS NV and ABN AMRO Bank relating to
      the allocation of certain tax liabilities related to certain relevant
      Acquired Businesses and certain other Tax matters in relation thereto;
      and

            


    

     

    
      	
               
      

            	
              (iv)

            	
              other Tax
      Agreements relating to the allocation of Tax liabilities related to
      Acquired Businesses in particular jurisdictions (including Luxembourg,
      Belgium, Singapore, Germany, Hong Kong, Japan and the USA) and certain
      other Tax matters in relation
thereto.

            


    

     

    The parties further
acknowledge that further Tax Agreements may be entered into following the date
of this Agreement.

     

    
      	
              1.2

            	
              The parties
      acknowledge that in relation to the Completed Restructuring, the
      provisions of the Original CSA applied in respect thereof (subject to the
      provisions of any Tax Agreement where relevant) and that the amendment and
      restatement of the Original CSA is without prejudice to the rights and
      obligations of the parties under the Original CSA or any Tax Agreement in
      relation to the Completed
Restructuring.

            


    

     

    
      	
              1.3

            	
              In the case
      of conflict between the relevant provisions of any Tax Agreement and the
      relevant provisions of this Agreement (or the Original CSA where
      applicable), the relevant Tax Agreement shall prevail in respect of
      matters covered by the relevant Tax Agreement, unless explicitly agreed
      otherwise in this Agreement or the relevant Tax Agreement. In the case of
      any matter which has not been agreed for the purpose of a Tax Agreement,
      the principles in this Part 9 shall
apply.

            


    

     

    
      	
              2

            	
              Tax
      efficiency

            


    

     

    
      	
               
      

            	
              2.1

            	
              The parties
      acknowledge that Clause 5 requires the Further Restructuring to be
      implemented in a manner that is as efficient for all parties and the RBS
      Holdings Group as is reasonably practicable from a tax point of view
      (subject to other non-Tax constraints and considerations) and the parties
      also acknowledge that the same principles applied to the Completed
      Restructuring. The parties acknowledge that this shall involve using all
      reasonable endeavours to:

            


    

     

    
      	
               
      

            	
              2.1.1

            	
              minimise the
      total Taxes (including not incurring such Taxes) which may arise on the
      Further Restructuring (including Transfer
  Taxes);

            


    

     

    
      	
               
      

            	
              2.1.2

            	
              subject to
      Clause 2.1.1, maximise the availability and benefit of Tax Reliefs (taking
      into account the ability of the parties to utilise such Tax Reliefs and
      any other benefits which may be
available);

            


    

     

    
      
        
        

      

      
        83

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              2.1.3

            	
              subject to
      Clause 2.1.1, procure that transfers of businesses pursuant to the Further
      Restructuring are not subject to VAT (for example by endeavouring to
      ensure that any applicable conditions for such transfers to be treated as
      transfers of going concerns for VAT purposes are
    satisfied);

            


    

     

    
      	
               
      

            	
              2.1.4

            	
              facilitate
      the distribution of cash (in the case of assets that have been sold for
      cash pursuant to the Further Restructuring) from the Company and RBS
      Holdings Group Companies in a tax-efficient
  manner;

            


    

     

    
      	
               
      

            	
              2.1.5

            	
              facilitate
      the making of distributions pursuant to clause 15 of this Agreement in a
      tax efficient manner;

            


    

     

    
      	
               
      

            	
              2.1.6

            	
              to the extent
      possible and consistent with the other principles in this Agreement,
      maximise deductions for costs attributable to the Retained Business (in
      particular head office costs), including by way of recharging such costs
      where appropriate;

            


    

     

    
      	
               
      

            	
              2.1.7

            	
              procure that
      indemnity payments, adjustments and allocations in connection with this
      Agreement and the Tax Agreements are structured in a tax-efficient manner
      to the extent possible.

            


    

     

    
      	
              3

            	
              Allocation
      of Taxes

            


    

     

    The cost of the
following Taxes shall be allocated between the Investors as follows, subject to
any agreement between the parties to the contrary:

     

    
      	
               
      

            	
              3.1

            	
              Taxes payable
      or suffered by a RBS Holdings Group Company or a New Company in connection
      with the direct or indirect transfer of any Retained Company or Retained
      Business or part thereof pursuant to the Further Restructuring, and any
      distribution of proceeds in connection with any cash sale of a Retained
      Business or Retained Company shall be allocated in Consortium
      Proportions.

            


    

     

    
      	
               
      

            	
              3.2

            	
              Taxes payable
      or suffered by a RBS Holdings Group Company or a New Company in connection
      with the direct or indirect transfer of any Santander Acquired Company or
      Santander Acquired Business to Santander or a member of its Group or to a
      New Company to be acquired by Santander pursuant to the Further
      Restructuring, and any distribution of proceeds in connection with any
      cash sale of a Santander Acquired Business or Santander Acquired Company
      shall be allocated to Santander.

            


    

     

    
      	
               
      

            	
              3.3

            	
              Taxes payable
      or suffered by a RBS Holdings Combined Group Company or a New Company in
      connection with the direct or indirect transfer of any State Acquired
      Company or State Acquired Business to the State or a member of its Group
      or to a New Company to be acquired by the State pursuant to the Acquired
      Business Further Restructuring, and any distribution of proceeds in
      connection with any cash sale of a State Acquired Business or State
      Acquired Company shall be apportioned between the State and RBS in the
      Adjusted Consortium Proportions subject to adjustment to reflect any
      breach by the State or RBS of their obligations under Clause 2
      above.

            


    

     

    
      	
               
      

            	
              3.4

            	
              Taxes payable
      or suffered by an RBS Holdings Group Company or a New Company in
      connection with the direct or indirect transfer of any RBS Acquired
      Company or RBS Acquired Business to RBS or a member of its Group or to a
      New Company to be acquired by RBS pursuant to the Further Restructuring,
      and any distribution of proceeds in connection with any cash sale of a RBS
      Acquired Business or RBS

            


    

    
       

      
        
          
          

        

        
          84

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                 

              	
                Acquired
      Company shall be apportioned between the State and RBS in the Adjusted
      Consortium Proportions subject to adjustment to reflect any breach by RBS
      or the State of their obligations under Clause 2
  above.

              


      

       

    

    
      	
               
      

            	
              3.5

            	
              Tax payable
      or suffered by an RBS Holdings Group Company or a New Company in
      connection with any transfer of assets contemplated by paragraph 7.3 of
      Schedule 1 Part 1 shall be allocated to the
  transferee.

            


    

     

    
      	
               
      

            	
              3.6

            	
              Subject to
      Paragraph 3.7, Taxes payable by an Investor or a member of the Investor’s
      Group (excluding for the avoidance of doubt any RBS Holdings Combined
      Group Company or any New Company) in the jurisdiction in which such person
      is resident for Tax purposes (including Taxes payable in respect of the
      Further Restructuring including the distribution of assets or cash to them
      pursuant to Clause 15 of this Agreement or the Further Restructuring)
      shall be borne by the relevant Investor (or Group
  member).

            


    

     

    
      	
               
      

            	
              3.7

            	
              Taxes arising
      in connection with payments pursuant to indemnity and adjustment
      provisions in this Agreement (including paragraph 7 of Schedule 1 Part 1
      other than paragraph 7.3 in respect of which paragraph 2.6 applies) or
      pursuant to the Tax Agreement shall be allocated to the party making the
      payment where such payment is made pursuant to Paragraph 7.1 of Schedule 1
      Part 1 or under the Tax Agreement or otherwise relates to a Liability of
      the paying party or is attributable to a breach or other default of such
      party. In other cases, such Taxes shall be allocated on a basis which it
      is agreed or determined produces a fair and reasonable result in
      accordance with the general principles in this
  Agreement.

            


    

     

    
      	
               
      

            	
              3.8

            	
              Other Taxes
      shall be allocated as follows:-

            


    

     

    
      	
               
      

            	
              ●

            	
              in the case
      of Taxes that relate solely to the RBS Acquired Business, to
      RBS;

            


    

     

    
      	
               
      

            	
              
                ●

              

            	
              in the case
      of Taxes that relate solely to the State Acquired Business, to the
      State;

            


    

     

    
      	
               
      

            	
              
                ●

              

            	
              in the case
      of Taxes that relate solely to the Santander Acquired Business, to
      Santander;

            


    

     

    
      	
               
      

            	
              
                ●

              

            	
              in the case
      of Taxes that relate solely to the Retained Business (which the parties
      agree shall include Taxes that relate to activities which have been
      terminated but which cannot be attributed to the Acquired Business of one
      or more Investors), in the Consortium
  Proportions;

            


    

     

    
      	
               
      

            	
              
                ●

              

            	
              in the case
      of Taxes payable or suffered by a company which has carried on more than
      one Acquired Business or an Acquired Business and Retained Business, where
      such Taxes cannot be attributed solely to one Acquired Business or
      Retained Business, to the relevant Investors in appropriate proportions
      determined by reference to the extent to which the relevant company
      carried on each business;

            


    

     

    
      	
               
      

            	
              
                ●

              

            	
              in the case
      of Taxes which cannot be attributed to any Acquired Business or Retained
      Business (the parties having used best efforts to so attribute such
      Taxes), in the Consortium
Proportions.

            


    

     

    
      
        
        

      

      
        85

        
          

        

      

      
        
        

      

    

     

    Unless otherwise
agreed, it shall be assumed that Taxes payable in respect of transactions which
are taken into account in the profit and loss account of a particular business
relate to that business, save in the case of transactions effected on non-arm’s
length terms between businesses acquired by different Investors. In the case of
Dutch corporate income tax, the parties acknowledge that, except as already
agreed in a Tax Agreement, the relevant profit and loss account is the segmental
profit and loss account maintained for the RBS Holding corporate income tax
fiscal unity adjusted for Dutch corporate income tax purposes for each relevant
taxable period and that such profit and loss account will be used to determine
whether there are any Taxes for the relevant period that relate to the Acquired
Businesses of the respective Investors which form part of the fiscal
unity.

     

    
      	
               
      

            	
              3.9

            	
              In relation
      to certain Taxes within Clause 3.8 above and certain Reliefs within Clause
      5 below, the parties acknowledge that certain specific principles and
      agreements for allocating certain Taxes and Tax Reliefs have been agreed
      between the Investors (including allocations of specific Taxes and Tax
      risks which have been identified prior to the date hereof and agreed in
      accordance with the procedure in Clause 9 of this Agreement). The parties
      acknowledge that Clause 3.5 above and the provisions of any relevant Tax
      Agreement shall be interpreted in accordance with such principles and
      agreements. The parties also acknowledge that the provisions of paragraph
      3.8 and paragraph 4 below shall apply only in the case of Taxes and Tax
      Reliefs which are not covered by a Tax
  Agreement.

            


    

     

    
      	
               
      

            	
              3.10

            	
              For the
      avoidance of doubt, to the extent that any RBS Acquired Company is subject
      to Tax on any profits attributable to a State Acquired Company (such that
      the relevant Tax falls to be allocated to the State in accordance with
      Paragraph 3.8) in circumstances where (i) no Tax Reliefs attributable to a
      State Acquired Business are available to the relevant RBS Acquired Company
      to eliminate or reduce such liability to Tax and (ii) no Tax Reliefs
      attributable to a RBS Acquired Business can be used to eliminate or reduce
      such liability to Tax in accordance with the provisions of Paragraph 4
      below, the State shall fund, or procure the funding of, the relevant
      liability to Tax by procuring that there is paid to the relevant RBS
      Acquired Company (or otherwise at RBS's direction), an amount equal to the
      profits in question multiplied by the relevant statutory Tax rate
      applicable to those profits.

            


    

     

    
      	
               
      

            	
              3.11

            	
              Interest
      shall be dealt with on the following basis (unless otherwise agreed for
      the purpose of a specific Tax
Agreement):

            


    

     

    
      	
               
      

            	
              3.11.1

            	
              where a cash
      payment is made to the relevant Tax Authority which has included Interest,
      such interest will be allocated on the same basis as the Tax to which it
      relates.

            


    

     

    
      	
               
      

            	
              3.11.2

            	
              where an
      Investor or any of its Acquired Companies or members of its Group settles
      a liability to Tax by way of payment to the relevant Tax Authority and
      such Tax falls to be allocated to another Investor in accordance with the
      principles above, the former Investor shall notify the latter Investor
      accordingly and the adjustments to be made between the Investors shall
      include interest on the amount paid at 3-month EURIBOR on a daily
      compounding basis from the date of payment of the Tax liability (or the
      date of notification in accordance with this paragraph 3.10.2 in a case
      where such notification is not made within 10 Business Days of payment)
      until such time as settlement between the Investors has
      occurred.

            


    

     

    
      
        
        

      

      
        86

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              3.11.3

            	
              Any interest
      that is received from a Tax Authority shall be allocated on the same basis
      as the Tax repayment to which it
relates.

            


    

     

    
      	
               
      

            	
              3.12

            	
              The parties
      acknowledge that any payment of interest on Capital and interest on GALM
      between the Investors shall be made net of Dutch tax at the agreed
      rate.

            


    

     

    
      	
              4

            	
              Tax
      Reliefs

            


    

     

    
      	
               
      

            	
              4.1

            	
              It is
      acknowledged that the Further Restructuring may give rise to Tax Reliefs
      for an Investor (the “Relevant Investor”) or member of its Group or New
      Company or RBS Holdings Group Company which it is to acquire. Such Tax
      Reliefs shall be for the benefit of the Relevant Investor, save to the
      extent that the transaction giving rise to the Tax Relief also resulted in
      a Tax Liability which is to be borne or shared by another Investor in
      accordance with paragraph 3 hereof. In the latter case, the amount to be
      allocated in accordance with paragraph 3 shall be the amount by which the
      Tax liability exceeds the net present value of the Tax Relief and the
      balance shall be borne by the Relevant Investor. For the avoidance of
      doubt, any step up in the base cost of an asset which a party obtains as a
      result of the Further Restructuring shall not constitute a Tax Relief for
      this purpose. Further, any Tax Reliefs which arise as a result of any
      transaction effected by an Investor or a member of its Group after the
      acquisition by it of the relevant Acquired Business shall not fall within
      this paragraph but shall be for the benefit of such
    Investor.

            


    

     

    
      	
               
      

            	
              4.2

            	
              Subject to
      paragraph 4.3 below, any Tax Reliefs arising to any RBS Holdings Group
      Company in respect of periods beginning on or before the date of
      completion of the Further Restructuring (other than Tax Reliefs falling
      within Clause 4.1 above) shall be dealt with as
  follows:-

            


    

     

    
      	
               
      

            	
              4.2.1

            	
              To the extent
      any such Tax Relief can be used to reduce Tax liabilities which would
      otherwise arise on the Further Restructuring (in circumstances where the
      use of such Tax Relief for this purpose is in accordance with the
      principles in Clause 2 above), such Tax Relief shall first be used for
      that purpose. As between RBS and the State and in the case of any Tax
      Relief within paragraph 4.2.6 below, no adjustments shall be made in
      respect thereof. As between Santander on the one hand and the State and
      RBS on the other hand, save in the case of Tax Reliefs within Paragraph
      4.2.6 below, adjustments shall be made between the parties to compensate
      the party that would otherwise have been entitled to the Tax Relief (or
      the value thereof) in accordance with paragraphs 4.2.2 to 4.2.5 below (the
      “Affected Party”) for the loss of such Tax Relief. The amount of the
      payment shall equal the value of the Tax Relief to the Affected Party. The
      remaining provisions of this paragraph shall apply to Tax Reliefs which
      are not used in this way.

            


    

     

    
      	
               
      

            	
              4.2.2

            	
              To the extent
      that any such Tax Relief relates to a particular Acquired Business and
      such Tax Relief can be transferred with the relevant Acquired Business
      pursuant to the Further Restructuring or otherwise made available to the
      Relevant Investor (or any member of its Group or RBS Holdings Group
      Company acquired by it) without increased Tax costs, such Tax Relief shall
      be so transferred or made
available.

            


    

     

    
      	
               
      

            	
              4.2.3

            	
              To the extent
      that any such Tax Relief relates to a particular Acquired Business and
      such Tax Relief cannot be transferred with the relevant
  

            


    

    
       

      
        
          
          

        

        
          87

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                 

              	
                Acquired
      Business pursuant to the Further Restructuring or otherwise made available
      to the Relevant Investor (or any member of its Group or RBS Holdings Group
      Company acquired by it) but can be used by another Investor or member of
      its Group or RBS Holdings Group Company acquired by it, except as already
      agreed in a Tax Agreement, the relevant Investors shall, prior to the
      relevant Tax Relief being utilised, discuss in good faith with a view to
      agreeing the fair and reasonable amount to be paid for the utilisation of
      such Tax Relief. Absent agreement, no party shall be entitled or required
      to use any Tax Relief or tax capacity attributable to another Investor.
      The parties acknowledge that specific agreement has been reached in
      respect of the amount to be paid for the use of Tax Reliefs in certain
      jurisdictions and this is reflected in the relevant Tax
      Agreement.

              


      

       

    

    
      	
               
      

            	
              4.2.4

            	
              To the extent
      that any such Tax Relief is lost as a result of the acquisition of RBS NV
      by the Company or as a result of the Further Restructuring, no payments or
      adjustments shall be made between the
Investors.

            


    

     

    
      	
               
      

            	
              4.2.5

            	
              To the extent
      that any such Tax Relief relates to more than one Acquired Business, it
      shall be allocated between the relevant Investors in appropriate
      proportions and paragraphs 4.2.2 and 4.2.3 shall apply
      accordingly.

            


    

     

    
      	
               
      

            	
              4.2.6

            	
              To the extent
      that any such Tax Relief does not relate to a particular Acquired Business
      (and cannot be allocated as described at paragraph 4.2.5, the parties
      having used best efforts to so allocate it) it shall be treated as an
      asset of the Retained Business. In the event that such Tax Relief can be
      used by an Investor or a member of its Group (whether the Investor which
      acquires the relevant RBS Holdings Group Company or any other Investor to
      whom such Tax Relief is made available pursuant to Clause 4.2.7),the
      principles in Clause 4,2,3 shall apply to determine the adjustments to be
      made between the Investors for the use of such Tax Reliefs, with any such
      adjustments being made on the basis of the Consortium
      Proportions.

            


    

     

    
      	
               
      

            	
              4.2.7

            	
              In the event
      that a Tax Relief arises or has arisen to a RBS Holdings Combined Group
      Company acquired or to be acquired directly or indirectly by one Investor
      (the “Former Investor”) or a member of its Group and such Tax Relief can
      be made available to an RBS Holdings Combined Group Company acquired or to
      be acquired directly or indirectly by another Investor (the “Latter
      Investor”) or a member of its Group or vice versa, the Latter Investor
      shall be entitled to procure that such Tax Relief is so made available to
      it in priority to any third party (and the Investors will co-operate in
      completing any procedural formalities to facilitate this). Subject to
      paragraph 4.2.6, the principles in Clause 4.2.3 shall apply to determine
      the amount to be paid for such Tax
Reliefs.

            


    

     

    
      	
               
      

            	
              4.2.8

            	
              In the event
      that a transaction has been entered into between a RBS Holdings Combined
      Group Company acquired or to be acquired directly or indirectly by one
      Investor (the “Former Investor”) or a member of its Group and a RBS
      Holdings Combined Group Company acquired or to be acquired directly or
      indirectly by another Investor (the “Latter Investor”) or a member of its
      Group (other than a transaction falling within paragraph 5.2.9 below) and
      it is subsequently determined that for any Tax purpose such transaction
      

            


    

    
       

      
        
          
          

        

        
          88

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                 

              	
                was not
      regarded as having been effected on arm’s length terms such that the
      Former Investor or a member of its Group is subject to Tax (or is subject
      to an increased amount of Tax) or is denied a Tax Relief (or is entitled
      to a reduced Tax Relief) in respect of such transaction, the Latter
      Investor shall procure that, where possible, a corresponding Tax Relief is
      claimed. Where such Tax Relief is claimed and can be made available to the
      Former Investor or a member of its Group, such Tax Relief shall be so made
      available. Where the Tax Relief is obtained but cannot be made available,
      the Latter Investor shall indemnify the Former Investor in respect of such
      Tax liability up to an amount equal to the net present value of the Tax
      Relief to the Latter Investor. Where no Tax Relief can be claimed or where
      the Tax liability exceeds the amount of Tax Relief that is made available
      or the net present value of any Tax Relief that is claimed (as
      appropriate), the excess shall be dealt with in accordance with the
      principles in paragraph 2.

              


      

       

    

    
      	
               
      

            	
              4.2.9

            	
              Where under
      this Agreement or (prior to the date hereof) the Original CSA, it is
      contemplated that any member of the Retained Group or any Acquired Company
      or Acquired Business to be acquired by any one Investor or a member of its
      Group (the “Recipient”) should be supplied or should use or continue to be
      supplied or use assets, facilities or services of any member of the
      Retained Group or any Acquired Company or Acquired Business to be acquired
      by any other Investor or member of its Group (the “Provider”) and it is
      determined by any Tax authority that such provision is not made on arm’s
      length terms such that the Provider is subject to Tax (or to an Increased
      amount of Tax) or the Recipient is denied a Tax Relief (or is entitled to
      reduced Tax Relief) in respect thereof or vice versa such adjustments
      shall be made between the affected Investors to compensate for such Tax or
      loss of Tax Relief as is determined to be fair and
    reasonable.

            


    

     

    
      	
              5

            	
              Withholding
      Tax and VAT

            


    

     

    
      	
               
      

            	
              5.1

            	
              All payments
      to be made under any indemnity, adjustment or allocation provision shall
      be made without deduction or withholding for or on account of Tax unless
      required by law. If any deductions or withholding are required by law, the
      party making the payment shall be obliged to pay to the other party such
      sum as will after such deduction or withholding has been made leave the
      other party with the same amount as it would have been entitled to receive
      in the absence of any such requirement to make a withholding or deduction,
      but only in circumstances where the party making such payment would be
      required to bear the cost of any tax payable by the recipient on receipt
      of the payment in accordance with paragraph 3.7. In other cases no
      additional amount shall be payable and the cost of the withholding tax
      shall be allocated in accordance with the principles in paragraph
      3.7.

            


    

     

    
      	
               
      

            	
              5.2

            	
              In a case
      where an additional amount is paid pursuant to paragraph 6.1 and the
      recipient of the relevant payment receives a credit for or refund of any
      Tax payable by it or similar benefit by reason of any deduction or
      withholding for or on account of Tax then it shall reimburse to the other
      party such part of such additional amounts paid to it pursuant to
      paragraph 6.1 above as the recipient of the payment certifies to the other
      party will leave it (after such reimbursement) in no better and no
      worse

            


    

    
       

      
        
          
          

        

        
          89

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                 

              	
                position than
      it would have been if the other party had not been required to make such
      deduction or withholding.

              


      

       

    

    
      	
               
      

            	
              5.3

            	
              Where under
      the terms of this Agreement one party is liable to indemnify or reimburse
      another party in respect of any costs, charges or expenses, the payment
      shall include an amount equal to any VAT thereon not otherwise recoverable
      by the other party in respect of which it is reasonable to conclude that
      the other party is not entitled to credit or repayment in respect of such
      VAT from the relevant Tax Authority, subject to that party using all
      reasonable endeavours to recover such amount of VAT as may be
      practicable.

            


    

     

    
      	
               
      

            	
              5.4

            	
              If any
      payment under or contemplated by this Agreement constitutes the
      consideration for a taxable supply for VAT purposes, then in addition to
      that payment the payer shall pay any VAT
due.

            


    

     

    
      	
              6

            	
              Tax
      Correspondence and Tax Disputes

            


    

     

    The parties
acknowledge that each Tax Agreement will contain provisions for dealing with Tax
Correspondence and Tax Disputes in relation to Taxes within the scope of the
relevant Tax Agreement. In the case of Taxes not covered by a specific Tax
Agreement (and save in the case of India in respect of which Schedule 11 to this
Agreement shall apply), Clause 6 of the Separation Tax Agreement shall apply
(with appropriate modifications) for dealing with Tax Correspondence and Tax
Disputes in relation to such Taxes.

     

    
      	
              7

            	
              Disputes

            


    

     

    Any requirement in
this Schedule for any matter to be determined between the parties shall be
determined in accordance with Clause 9 of this Agreement unless otherwise
agreed.

     

    
      
        
        

      

      
        90

        
          

        

      

      
        
        

      

    

     

    Schedule
2

    The
Retained Business

     

    
      	
              1

            	
              The Company
      shall procure that the Retained Business shall be managed by RBS NV for
      the benefit of all the Investors. Save as otherwise expressly provided in
      this Agreement (including in particular Clause 5.5 of this Agreement), all
      transactions and dealings between the Retained Business and any Acquired
      Business shall be on arm’s length terms. The parties have agreed that in
      relation to the assets listed in paragraph 2 of Schedule 1 Part 3, the
      management of the Retained Business by RBS NV prior to 30 June 2011 shall
      involve taking the actions set out in the table in relation to each of the
      relevant assets.

            


    

     

    
      	
              2

            	
              Reasonable
      costs incurred by RBS NV through the performance of its duties to manage
      the Retained Business shall be charged to the Retained Business in
      accordance with Part B of Schedule 9, unless otherwise approved by the
      Investors (such approval not to be unreasonably withheld). Any costs
      charged to the Retained Business pursuant to this paragraph 2 shall be
      Liabilities of the Retained Business for the purposes of paragraph 6
      below.

            


    

     

    
      	
              3

            	
              Having regard
      to the prevailing market conditions and subject always to all applicable
      legal or other regulatory requirements, the Board shall use reasonable
      endeavours to sell, liquidate or otherwise manage all assets forming part
      of the Retained Business to maximise the value realised on the sale or
      liquidation of or other process relating to such assets including, in
      relation to the assets listed in paragraph 2 of Part 3 of Schedule 1,
      taking such action as is set out in paragraph 2 of Schedule 1 Part 3.
      Subject to the foregoing and the further provisions of this Schedule 2,
      RBS NV shall determine the timing and manner of any sale, liquidation or
      other process. Prior to 30 June 2011, Investors shall be entitled to
      participate in any auctions of assets to be sold in the manner
      contemplated in this Schedule 2. Following 30 June 2011, Investors shall
      be entitled to participate in any auctions of assets to be sold in
      accordance with paragraphs 11 and
12.

            


    

     

    
      	
              4

            	
              Direct costs
      borne centrally in accordance with Part A of Schedule 9 shall be borne by
      RBS NV and shall be accounted for as part of the Retained Business. The
      paragraph shall have effect subject to the provisions of Schedule 1 to the
      extent that they provide for the bearing of costs
      in a different manner.

            


    

     

    
      	
              5

            	
              The intention
      of the parties is to complete the actions set out in paragraph 3 above by
      30 June 2011.

            


    

     

    
      	
              6

            	
              Without
      prejudice to paragraph 7.2 of Part 1 of Schedule 1, Liabilities
      (including, without limitation, any direct costs borne by the RBS NV in
      accordance with paragraph 4 and any charged under paragraph 2 above) of
      the Retained Business shall be borne by the Retained Group (and therefore,
      indirectly, by the Investors in their respective Consortium Proportions).
      If and to the extent that additional funding is required to meet the
      Liabilities of the Retained Business, the Company shall procure, to the
      greatest extent possible, that Liabilities of the Retained Business are
      funded first by available cash accounted for as part of the Retained
      Business, and if insufficient, by further funding provided by RBS,
      Santander and the State in accordance with Clause
  13.

            


    

     

    
      	
              7

            	
              The Board
      shall procure that Santander, the State and RBS are notified promptly of
      all material and relevant events relating to the Retained Business,
      including (without limitation):

            


    

     

    
      
        
        

      

      
        91

        
          

        

      

      
        
        

      

    

     

    
      	
              7.1

            	
              any request
      from Saudi Hollandi Bank for further
funding;

            


    

     

    
      	
              7.2

            	
              any decision
      by Saudi Hollandi Bank to cease
trading;

            


    

     

    
      	
              7.3

            	
              any
      insolvency proceedings being threatened against Saudi Hollandi
      Bank;

            


    

     

    
      	
              7.4

            	
              any funding
      requests or commitments relating to the Retained
  Business;

            


    

     

    
      	
              7.5

            	
              the
      identification of any previously unidentified material liabilities within
      the Retained Business, and any material increase in the liabilities
      identified within the Retained Business as at the date of this
      Agreement;

            


    

     

    
      	
              7.6

            	
              any other
      event or information relating to the Retained Business, which the Company
      or RBS NV considers (in their respective reasonable discretions, but
      taking into account any matters notified to the Company and RBS NV as
      being relevant for this paragraph 7.6) to be material in the context of
      Retained Business; and

            


    

     

    
      	
              7.7

            	
              such other
      information as may reasonably be requested by an Investor, provided that
      the Investor pays any additional reasonable costs incurred by the Company
      and/or RBS NV in producing such information which not otherwise have been
      incurred,

            


    

     

    provided that the
rights of the Investors under this paragraph 7 shall be subject to the duties of
the Managing Board of RBS Holdings and shall not be exercised so as to cause any
disruption in the business of the RBS Holdings Group or any breach of applicable
law or regulation by the RBS Holdings Group.

     

    
      	
              8

            	
              Notwithstanding
      paragraph 1 of this Schedule 2 but subject always to any applicable law,
      regulation and Clause 13, the Company undertakes for the benefit of each
      Investor to procure that RBS NV shall not carry out any of the following
      in relation to the Retained Business without the approval of all of the
      Retained Business Representatives (such approval not to be unreasonably
      withheld):

            


    

     

    
      	
              8.1

            	
              the taking of
      steps in respect of any member of the Company’s Group which is a member of
      the Retained Group to:

            


    

     

    
      	
               
      

            	
              8.1.1

            	
              wind
      up or dissolve such Group
Company;

            


    

     

    
      	
               
      

            	
              8.1.2

            	
              obtain
      an administration order in respect of such Group
      Company;

            


    

     

    
      	
               
      

            	
              8.1.3

            	
              invite
      any person to appoint a receiver or receiver and manager of the whole or
      any part of the business or assets of such Group
      Company;

            


    

     

    
      	
               
      

            	
              8.1.4

            	
              make
      a proposal for a creditors’ voluntary
      arrangement in respect of such Group Company; and

            


    

     

    
      	
               
      

            	
              8.1.5

            	
              do anything
      similar or analogous to those steps referred to in paragraphs 8.1.1 to
      8.1.4 above, in any other
jurisdiction;

            


    

     

    
      	
              8.2

            	
              any capital
      expenditure in excess of *** (in respect of an individual item or a series
      of related items);

            


    

     

    
      	
              8.3

            	
              the entry
      into, termination or variation of any material contract or arrangement
      between any member of the Retained Business and an Investor or an Investor
      Group member, other than (i) as expressly provided for in this Agreement;
      or (ii) a contract on arm’s length terms in the ordinary course of
      business;

            


    

     

    
      
        
          
***   Indicates omission of material, which
has been separately filed, pursuant to a request for confidential
treatment.

      

    

     

    
      
        
        

      

      
        92

        
          

        

      

      
        
        

      

    

     

     

    
      	
              8.4

            	
              the entry
      into of any joint venture, partnership, consortium or other similar
      arrangement other than in the ordinary course of
  business;

            


    

     

    
      	
              8.5

            	
              save as
      provided in the Litigation Management Agreement, or the Separation Tax
      Agreement, the commencement or settlement of any single litigation,
      arbitration or other proceedings with an individual value or expected
      value of greater than or equal to €250,000 (excluding costs) or the
      commencement or settlement of any series of related litigations,
      arbitrations or other proceedings with an aggregate value or expected
      value of greater than or equal to €500,000 (excluding costs) or such other
      litigation if an Investor has notified the Company and the other Investors
      that the litigation is of material importance to that Investor as a result
      of reputational or political
sensitivities;

            


    

     

    
      	
              8.6

            	
              the
      acquisition of any individual company or undertaking for consideration in
      excess of €250,000 or any series of related acquisitions where the
      aggregate consideration is in excess of €500,000, provided that if such
      acquisition is in the ordinary course of business for the relevant
      Retained Business and would not require approval by RBS NV as part of the
      internal management and risk policies of the RBS Holdings Group, no
      consent shall be required pursuant to this paragraph 8. Where such
      acquisition is a transaction with an Investor or a member of an Investor’s
      Group, the approval of each Shareholder will be required irrespective of
      the consideration;

            


    

     

    
      	
              8.7

            	
              (i) the sale
      or disposal of any individual company or undertaking for consideration or
      with a book value in excess of €250,000 or any series of related disposals
      where the aggregate consideration is in excess of €500,000, provided that
      if such sale or disposal is in the ordinary course of business for the
      relevant Retained Business, and the internal management and risks policies
      of the RBS Holdings Group would not require RBS NV to approve the
      disposal, no consent shall be required pursuant to this paragraph 8 or
      (ii) the sale or disposal of any individual company or undertaking to an
      Investor or a member of an Investor’s
Group;

            


    

     

    
      	
              8.8

            	
              save as
      provided in the Litigation Management Agreement, or the Separation Tax
      Agreement, any agreement, settlement or other compromise of any liability
      in the Retained Business, except where the agreement, settlement or other
      compromise is equal to or less than a provision made in the accounts of
      the Retained Business and where such provision has been previously
      approved by the board of RBS NV;

            


    

     

    
      	
              8.9

            	
              any decision
      of RBS NV which would give rise to a requirement for further capital,
      liquidity, funding, guarantee, collateral or security in relation to the
      Retained Business; and

            


    

     

    
      	
              8.10

            	
              the entry
      into any contract which is (i) outside the course of the Retained Business
      Wind Down; (ii) not on arm’s length terms; or (iii) material in the
      context of the Retained Business. For the purposes of this paragraph 8.10,
      “material” shall mean any individual contract the value of which is
      greater than or equal to €250,000 per annum or any series of related
      contracts the value of which is greater than or equal to €500,000 in
      aggregate and any contract which has a term of more than one
      year,

            


    

     

    provided that in
relation to any proposed action which has been agreed by the parties as set out
in paragraph 2 of Schedule 1 Part 3 in respect of the assets specified therein
(excluding any proposed sales which are not, as at the date of this Agreement,
agreed by RBS NV with a third party), no approval of the Retained Business
Representatives under this paragraph 8 shall be required prior to RBS taking
such action and provided that if consent is granted in relation to any matter in
accordance with this Schedule, only one

     

    
      
        
        

      

      
        93

        
          

        

      

      
        
        

      

    

     

    consent shall be
required notwithstanding that more than one sub-paragraph of this paragraph 8
may apply to that matter;

     

    
      	
              9

            	
              In relation
      to the Retained Business, and subject to any regulatory or other legal
      requirements, the information to be provided pursuant to Clause 11.2 shall
      comprise:

            


    

     

    
      	
              9.1

            	
              the Retained
      Business Blue Book;

            


    

     

    
      	
              9.2

            	
              a
      comprehensive overview of the capital and funding position of each
      Investor in relation to the Retained Business, as contemplated by Clause
      13; and

            


    

     

    
      	
              9.3

            	
              update packs
      that are prepared from time-to-time by RBS NV for the purposes of updating
      the Managing Board of RBS NV or delegates of that board on the progress of
      unwinding the Retained Business Wind
Down.

            


    

     

    
      	
              10

            	
              If the
      Retained Business Wind Down has not completed by 30 June 2011, paragraph 8
      of this Schedule shall cease to have effect to the extent necessary (as
      determined by RBS NV acting reasonably) to implement the Retained Business
      Wind Down and RBS NV shall be entitled to conduct the Retained Business
      Wind Down as it sees fit, including without limitation taking the actions
      set out in paragraphs 10.1 and 10.2, but subject always to paragraphs
      10.3, 10.4 and 10.5:

            


    

     

    
      	
              10.1

            	
              to sell all
      or part of the Retained Business to one or more third parties, provided
      that, subject to applicable law and
regulations:

            


    

     

    
      	
               
      

            	
              10.1.1

            	
              RBS NV
      accounts for any net proceeds of sales of assets forming part of the
      Retained Business (after satisfying any Liabilities of the Retained
      Business, including any arising out of or in connection with such sales,
      including, without limitation, professional costs and any Liabilities
      associated with any warranties or indemnities given in connection with
      such sale) to the Investors in the Consortium Proportions in accordance
      with Clause 15 and any Tax liabilities arising on such sales shall be
      dealt with in accordance with Part 9 of Schedule 1;
  and

            


    

     

    
      	
               
      

            	
              10.1.2

            	
              the
      provisions of paragraph 11 are adhered
to;

            


    

     

    
      	
              10.2

            	
              to determine
      that all or part of the Retained Businesses shall not be sold for value to
      a third party but shall be acquired by the Wider RBS Group (either by
      reallocating the Retained Business as RBS Acquired Businesses, save for
      the purposes of paragraphs 7.1 and 7.2 of Schedule 1 Part 1 of this
      Agreement or by purchasing all or part of the Retained Business), provided
      that:

            


    

     

    
      	
               
      

            	
              10.2.1

            	
              RBS obtains a
      Valuation Range for the Retained Business (or part thereof) in accordance
      with paragraph 13;

            


    

     

    
      	
               
      

            	
              10.2.2

            	
              either RBS
      (i) offers a price greater than the lowest point of the Valuation Range or
      (ii) with the consent of the State and Santander (such consent not to be
      unreasonably withheld taking into account, inter
      alia, the number of potential purchasers for the Retained Business
      (or part thereof), any restrictions on the transfer of the relevant
      business imposed by a Regulator and any other applicable impediments to
      transfer), offers a price less than the lowest point of the Valuation
      Range; and

            


    

     

    
      	
               
      

            	
              10.2.3

            	
              RBS pays to
      the State and Santander their respective Consortium Proportions of the
      consideration offered pursuant to paragraph
  10.2.2;

            


    

     

    
      
        
        

      

      
        94

        
          

        

      

      
        
        

      

    

     

    
      	
              10.3

            	
              in relation
      to Saudi Hollandi Bank, RBS NV shall only be entitled to sell its interest
      in Saudi Hollandi with the prior written consent of the other Investors,
      such consent not to be unreasonably withheld taking into account, inter
      alia:

            


    

     

    
      	
               
      

            	
              10.3.1

            	
              the number of
      third parties that have expressed an interest in acquiring Saudi Hollandi
      Bank since 10 October 2007;

            


    

     

    
      	
               
      

            	
              10.3.2

            	
              any
      restrictions that the local regulator of Saudi Hollandi Bank is likely to
      place on the sale of Saudi Hollandi Bank;
and

            


    

     

    
      	
               
      

            	
              10.3.3

            	
              any
      impediments to the transfer of the interest in Saudi Hollandi Bank as a
      result of the other shareholders in Saudi Hollandi
  Bank;

            


    

     

    
      	
              10.4

            	
              RBS NV may
      only carry out any matter which would fall under paragraphs 8.3, 8.8, 8.9
      or 8.10(ii) with the consent of the Retained Business Representatives,
      save that any action which is carried out in accordance with paragraphs
      10.1, 10.2, 11 and/or 12 of this Schedule shall not require consent from
      the Retained Business Representatives under this paragraph, provided
      however that the consent of the State's Retained Business Representative
      shall be required in the circumstances contemplated in paragraph 10.5
      below; and

            


    

     

    
      	
              10.5

            	
              if RBS NV
      proposes to carry out any action in accordance with paragraphs 10.1, 10.2,
      11 and/or 12 of this Schedule, to the extent that such action would give
      rise to a requirement for the State to provide further capital, liquidity,
      funding, guarantee, collateral or security in relation to the Retained
      Business the amount of which is in excess of the aggregate
    of:

            


    

     

    
      	
               
      

            	
              10.5.1

            	
              the capital,
      funding or liquidity in the Retained Business attributable to the State
      that is in excess of the State's Consortium Proportion of the capital,
      funding or liquidity required pursuant to the Minimum
    Ratios;

            


    

     

    
      	
               
      

            	
              10.5.2

            	
              €150,000,000;
      and

            


    

     

    
      	
               
      

            	
              10.5.3

            	
              the aggregate
      amount of any repatriations made to the State in respect of the Retained
      Business pursuant to Clause 13.6,

            


    

     

    (the aggregate of
10.5.1, 10.5.2 and 10.5.3 from time to time being the “Consent
Threshold”) the prior consent of the State's Retained Business
Representative will be required. For the avoidance of doubt, any action in
accordance with paragraphs 10.1, 10.2, 11 or 12 of this Schedule which gives
rise to a requirement for the State to provide further funding, capital,
liquidity, guarantee, collateral of security in relation to the Retained
Business the amount of which is less than or equal to the Consent Threshold
shall not require the approval of the State's Retained Business
Representative.

     

    
      	
              11

            	
              In exercising
      its right pursuant to paragraph 10.1 to sell all or part of the Retained
      Business to a third party (the “Sale
      Business”):

            


    

     

    
      	
              11.1

            	
              RBS NV shall
      keep Santander and the State informed of material developments relating to
      the sale process of the Sale Business, including any indications from
      third parties that may be interested in acquiring the Sale
      Business;

            


    

     

    
      	
              11.2

            	
              prior to any
      sale, RBS shall obtain a Valuation Range for the Sale Business in
      accordance with paragraph 13. RBS may not, without the prior written
      consent of the Investors (such consent not to be unreasonably withheld)
      sell the Sale Business for a consideration which is less than the lowest
      point of the Valuation Range less 7.5 per
cent.;

            


    

     

    
      
        
        

      

      
        95

        
          

        

      

      
        
        

      

    

     

    
      	
              11.3

            	
              if at any
      point prior to the sale of the Sale Business, Santander or the State wish
      to acquire the Sale Business, they shall be entitled to make an offer to
      RBS NV for the acquisition of the Sale Business (an “Investor
      Offer”). An Investor Offer shall be irrevocable once
      made;

            


    

     

    
      	
              11.4

            	
              if RBS NV
      considers (to its reasonable satisfaction) that the Investor Offer can be
      completed within a reasonable time period (which shall be no greater than
      6 months from the date of the Investor Offer) and provided
      that:

            


    

     

    
      	
               
      

            	
              11.4.1

            	
              the Investor
      Offer is at a consideration that is greater than or equal to the higher of
      (i) any third party offers or indicative offers received by RBS NV for the
      Sale Business and (ii) the lowest point of the Valuation Range less 7.5
      per cent.; and

            


    

     

    
      	
               
      

            	
              11.4.2

            	
              otherwise on
      substantially the same terms and conditions as any third party offer that
      has been received,

            


    

     

    RBS NV shall sell
the Sale Business to the relevant Investor on the terms of the Investor Offer
and otherwise in accordance with paragraph 10.1 above; and

     

    
      	
              11.5

            	
              if RBS NV
      determines that the Investor is incapable of completion within 6 months or
      that a higher consideration for the Retained Business can be achieved from
      a third party purchaser (in the latter case having discussed the Investor
      Offer with the Investor and concluded that the relevant Investor is not
      prepared to increase its Investor Offer), RBS NV shall be entitled to sell
      the Retained Business to a third party in accordance with paragraph 10.1
      above. Without prejudice to the first sentence of this paragraph 11.5, if
      a third party indicative offer as contemplated by paragraph 11.4 does not
      result in a binding agreement for the Sale Business at a consideration
      higher than an Investor Offer, RBS NV shall sell the Sale Business to the
      relevant Investor at the consideration in the Investor Offer, provided
      such consideration is greater than the lowest point of the Valuation Range
      less 7.5 per cent. and provided further that RBS NV considers (to its
      reasonable satisfaction) that the Investor Offer can be completed within a
      reasonable time period (which shall be no greater than 6 months from the
      date of the Investor Offer). If RBS NV considers that the Investor Offer
      cannot be so completed, it shall be entitled to conduct the Retained
      Business Wind Down in relation to the Sale Business in accordance with
      paragraph 10.

            


    

     

    
      	
              12

            	
              If RBS
      exercises its right pursuant to paragraph 10.2 to acquire all or part of
      the Retained Businesses:

            


    

     

    
      	
              12.1

            	
              RBS shall
      provide a written notice to each of Santander and the State (the “Buy
      Out Notice”) setting out the identity of the Retained Business (or
      part thereof) that RBS is prepared to acquire (the “Auction
      Business”), the consideration that RBS is prepared to pay for the
      Auction Business and the determination of fair market value in accordance
      with paragraph 13 of the Auction Business (including, if applicable, the
      breakdown of the values of its relevant constituent businesses in
      accordance with paragraph 13.3);

            


    

     

    
      	
              12.2

            	
              Santander
      and/or the State shall be entitled within 5 Business Days of the date of
      the Buy Out Notice to elect to notify RBS, the Company and the other
      Investor that it wishes to bid for the Auction Business (or part thereof)
      by serving written notice on the Company and the other Investors (a “Buy
      Out Counter Notice”) setting out the business to which the Buy Out
      Counter Notice relates (which may be all of the Auction Business or any
      one or more of its constituent businesses (the “Buy
      Out Business”). Once served, a Buy Out Counter Notice shall be
      irrevocable;

            


    

     

    
      	
              12.3

            	
              If:

            


    

     

    
      
        
        

      

      
        96

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              12.3.1

            	
              RBS and the
      Company have not received a Buy Out Counter Notice within 5 Business Days
      of the Buy Out Notice; or

            


    

     

    
      	
               
      

            	
              12.3.2

            	
              if RBS and
      the Company have received written notices from each of Santander and the
      State that they will not be exercising their respective rights under
      paragraph 12.2; or

            


    

     

    
      	
               
      

            	
              12.3.3

            	
              the Buy Out
      Counter Notice is in relation to part only of the Auction
      Business,

            


    

     

    RBS shall be
entitled to acquire or reallocate the Auction Business (if a Buy Out Counter
Notice is not given) or that part of the Auction Business which is not Buy Out
Business (if a Buy Out Counter Notice is given in respect of less than all of
the Auction Business), in accordance with paragraph 10.2;

     

    
      	
              12.4

            	
              if a Buy Out
      Counter Notice is served, each of RBS, Santander and the State shall be
      entitled to make a sealed bid for the Buy Out Business by sending their
      sealed bid to the Valuer appointed under paragraph 13 within 10 Business
      Days of the last received Buy Out Counter Notice (the “Auction
      Period”),
      provided that a sealed bid will only be valid if the consideration to be
      offered is greater than the lowest point of the Valuation Range. The
      Valuer shall notify the Company and the Investors in writing of the
      Investor that has offered the highest consideration for the Buy Out
      Business (the “Successful
      Investor”) immediately following the end of the Auction Period or,
      if earlier, within 1 Business Day of the last received sealed bid. The
      Successful Investor (or such person as is nominated by it) shall be
      obliged to acquire the Buy Out Businesses as soon as reasonably
      practicable following such notification, provided RBS NV considers (to its
      reasonable satisfaction) that the Successful Investor (or such person as
      is nominated by it) will be capable of completing the acquisition of the
      Buy Out Business within a reasonable time period (which shall be no
      greater than 6 months);

            


    

     

    
      	
              12.5

            	
              if RBS NV
      does not consider (to its reasonable satisfaction) that the Successful
      Investor (or such person as is nominated by it) will be capable of
      acquiring the Buy Out Business within 6 months, RBS NV shall be
      entitled:

            


    

     

    
      	
               
      

            	
              12.5.1

            	
              to sell the
      Buy Out Business to the Investor that provided the next highest sealed bid
      pursuant to paragraph 12.4 (as confirmed by the Valuer), provided that RBS
      NV considers (to its reasonable satisfaction) that Investor will be
      capable of completing the acquisition of the Buy Out Businesses within a
      reasonable time period (which shall be no greater than 6 months);
      or

            


    

     

    
      	
               
      

            	
              12.5.2

            	
              failing that,
      to sell or reallocate the Buy Out Business to RBS in accordance with
      paragraph 10.2 (or at the price offered by RBS in its sealed bid (if
      applicable)).

            


    

     

    
      	
              13

            	
              For the
      purposes of determining the fair market value of all or part of the
      Retained Business, RBS NV shall appoint an independent investment bank of
      international repute or an independent firm of chartered accountants of
      international repute (the “Valuer”),
      provided that no appointment can be made without the consent of Santander
      and the State, such consent not to be unreasonably withheld. If the
      Investors cannot agree on a Valuer within 10 Business Days, the matter
      shall be resolved by the respective Chief Financial Officers of the
      Investors (or such person as they nominate). If the Valuer is still not
      agreed after a further 5 Business Days, the President for the time being
      of the Institute of Chartered Accounts in England and Wales shall select
      the Valuer to be appointed. Such decision shall be final and binding on
      the Investors. Any cost incurred in association with the appointment of
      the Valuer shall be borne by the Retained Business and allocated to
      the

            


    

    
       

      
        
          
          

        

        
          97

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                Investors in
      Consortium Proportions. In determining fair market value, each Valuer
      shall make its determination of fair market value on the basis of the
      following:

              


      

       

    

    
      	
              13.1

            	
              an assumption
      that the Retained Business (or relevant part thereof) is to be sold on an
      arm’s length sale between a willing seller and a willing buyer who are
      acting knowledgeably, prudently and without
  compulsion;

            


    

     

    
      	
              13.2

            	
              if the
      Retained Business (or a part thereof) is then carrying on business as a
      going concern, on the assumption that it will continue to do
      so;

            


    

     

    
      	
              13.3

            	
              if one or
      more constituent businesses of the Retained Business is being valued, the
      Valuer shall include in their valuation a breakdown of the values of each
      of the constituent businesses;

            


    

     

    
      	
              13.4

            	
              a Valuer may
      take into account any other factors which it reasonably believes may
      affect the fair market value; and

            


    

     

    
      	
              13.5

            	
              if a Valuer
      encounters any difficulty in applying any of the assumptions or bases set
      out in this paragraph 13 then it shall resolve that difficulty in such
      manner as it shall in its absolute discretion think
  fit.

            


    

     

    The range of values
for the fair market value, as determined by the Valuer, shall be the “Valuation
Range”.

     

    
      	
              14

            	
              For the
      purposes of consenting to any matter as required by paragraphs 8, 10.4 or
      10.5 of this Schedule 2:

            


    

     

    
      	
              14.1

            	
              Each Investor
      shall nominate one representative to be its “Retained
      Business Representative” by notifying the other Investors, RBS NV
      and the Company of its proposed representative, together with fax and/or
      email contact details of such person. Each Investor may from time to time
      nominate a new Retained Business Representative by providing notice to the
      other Investors, RBS NV and the
Company;

            


    

     

    
      	
              14.2

            	
              if the
      consent of the Retained Business Representatives is required pursuant to
      paragraphs 8, 10.4 or 10.5, RBS NV shall notify the Retained Business
      Representatives of summary details of the proposed transaction (the “Consent
      Matter”) together with a notice requesting approval for the Consent
      Matter. Such information shall be sent to the contact details notified by
      the Investors in accordance with paragraph 14.1. Any notice sent by
      fax or by email shall be deemed to have been received on the next Business
      Day in the place to which it is
sent;

            


    

     

    
      	
              14.3

            	
              no Retained
      Business Representative shall unreasonably withhold its approval to any
      Consent Matter, taking into account the intentions of the parties in
      relation to the Retained Business as set out in paragraphs 3 and
      5;

            


    

     

    
      	
              14.4

            	
              subject to
      paragraph 14.6, if any Retained Business Representative wishes to
      withhold its approval it shall, within 10 Business Days of receiving the
      notice under paragraph 14.2 send a notice to the Company and RBS NV
      (by sending notice in accordance with Clause 21 to RBS NV’s
      registered office) confirming such;

            


    

     

    
      	
              14.5

            	
              if RBS NV and
      the Company do not receive a notice from any of the Retained Business
      Representatives pursuant to paragraph 14.3 within the specified
      timeframe, the approval of all the Retained Business Representatives shall
      be deemed to have been given for the purposes of paragraph 8, 10.4
      and 10.5. If each Retained Business Representative approves the Consent
      Matter by notifying the Company and RBS NV of its approval, or
      if

            


    

    
       

      
        
          
          

        

        
          98

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                such consent
      is deemed to have been given in accordance with this paragraph 14, RBS NV
      may proceed with the Consent Matter;
and

              


      

       

    

    
      	
              14.6

            	
              if the
      Consent Matter, in the discretion of RBS NV acting reasonably, is a matter
      which, for legal or regulatory reasons, requires an urgent response (a
      “Critical
      Consent Matter”), RBS NV shall notify the Investors of that fact in
      the notice provided pursuant to Clause paragraph 14.2. For the
      purposes of any Critical Consent Matter, the relevant time period for the
      purposes of paragraph 14.4 above shall be three Business
      Days.

            


    

     

    
      	
              15

            	
              Notwithstanding
      any provision of paragraphs 10 to 13 of this Schedule 2, RBS shall not be
      required to take any action which would give rise to any obligation on RBS
      to seek approval of its shareholders for the proposed transaction in
      accordance with the Listing Rules made by the FSA under Part VI of the
      Financial Services and Markets Act 2000 (as amended from time to
      time).

            


    

     

    
      
        
        

      

      
        99

        
          

        

      

      
        
        

      

    

     

    Schedule
3

    Corporate
Governance

     

    Part
A

     

    Proceedings
at Board Meetings until
the date of the Effective Notice

     

    
      	
              1

            	
              Convening
      a Meeting

            


    

     

    The Chairman of the
Board shall procure that a Board meeting is convened and held when reasonably
requested by any Director.

     

     

    
      	
              2

            	
              Quorum

            


    

     

    
      	
              2.1

            	
              No
      business shall be transacted at any meeting of the Board unless a quorum
      of eligible Directors is present at the time when the meeting proceeds to
      business and remains present during the transaction of
      business. The
      quorum necessary for the transaction of the business of the Board shall be
      the presence of three Directors or
      their duly appointed proxies,
      including at least one Director appointed
      by RBS, one Director appointed by Santander and
      one Director appointed by the State
      (or their respective proxies).
      A meeting of the Board shall not be quorate if a majority of the Directors
      present are resident for tax purposes in the United
      Kingdom.

            


    

     

    
      	
              2.2

            	
              Should
      a quorum not be constituted at a Board meeting, the relevant meeting shall
      be adjourned for not
      less than 3 Business
      Days and upon resumption the quorum shall be the
      presence of three Directors (or their respective proxies), including at
      least one Director appointed by RBS (or his proxy).

            


    

     

     

    
      	
              3

            	
              Notice

            


    

     

    Not less than 2
Business Days’ notice of any (including an adjourned) meeting shall be given to
all Directors.

     

     

    
      	
              4

            	
              Voting

            


    

     

    At any meeting of
the Directors or of a committee of Directors, each Director (or his proxy) shall
be entitled to one vote and in the case of an equality of votes, the Chairman of
the Board shall have a second or casting vote.

     

     

    
      	
              5

            	
              Delegation
      to committees

            


    

     

    
      	
              5.1

            	
              The Board may
      appoint standing and/or ad hoc committees from among its members, which
      are charged with tasks specified by and shall be composed as determined by
      the Boards from time to time, provided
that:

            


    

     

    
      	
               
      

            	
              (i)

            	
              such
      committee comprises (unless otherwise agreed) one Director appointed by
      RBS, one Director appointed by Santander and one Director appointed by the
      State (or their respective
proxies);

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the Director
      appointed by RBS or his proxy, shall be the chairman of such committee and
      shall have a casting vote;

            


    

     

    
      
        
        

      

      
        100

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (iii)

            	
              no more than
      half of the members of such a committee shall be resident for tax purposes
      in the United Kingdom; and

            


    

     

    
      	
               
      

            	
              (iv)

            	
              the
      proceedings of such a committee shall be conducted in accordance with
      Schedule 5 Part C.

            


    

     

    
      	
              5.2

            	
              The Board
      remains collectively responsible for decisions made by committees. A
      committee may only exercise such powers as are explicitly attributed or
      delegated to it and may never exercise powers beyond those exercisable by
      the Board as a whole.

            


    

     

    
      	
              5.3

            	
              Each
      committee must inform the Board in a clear and timely way of the manner in
      which it has used delegated authority and of any major development in the
      area of its responsibilities. All Board members have unrestricted access
      to all committee meetings and records. The Board shall receive a report
      from each committee of its deliberations and
  findings.

            


    

     

    
      
        
        

      

      
        101

        
          

        

      

      
        
        

      

    

     

    Part
B

    Proceedings
at General Meetings

     

    
      	
              1

            	
              Convening
      a Meeting

            


    

     

    
      	
              1.1

            	
              The
      Board shall,
      and
      any of the Directors shall be authorised to, immediately
      following notice from an Investor,
  procure:

            


    

     

    
      	
               
      

            	
              1.1.1

            	
              the
      convening and holding of
      a general
      meeting of Shareholders
      of the Company at
      such place and time as such Investor shall reasonably
      determine subject
      to paragraphs 2 and 3 of Part C of this Schedule;
      and

            


    

     

    
      	
               
      

            	
              1.1.2

            	
              that
      any resolution required by such Investor shall be proposed at that
      meeting.

            


    

     

     

    
      	
              2

            	
              Quorum

            


    

     

    
      	
              2.1

            	
              No
      business shall be transacted at any general
      meeting
      of Shareholders unless a quorum of Shareholders is
      present at the time when the meeting proceeds to business and remains
      present during the transaction of business. The
      quorum necessary for the transaction of business at a general
      meeting
      of Shareholders shall be three Shareholders (including
      at least one member of the RBS Group, one member of the Santander Group
      and one member of the State Group),
      present in person or by proxy or a representative duly
      authorised.

            


    

     

    
      	
              2.2

            	
              If
      there is a tie in voting, the proposal shall be deemed to have been
      rejected.

            


    

     

    
      	
              2.3

            	
              If
      within half an hour of the time appointed for a meeting a quorum is not
      present,
      a second meeting may be convened and, subject to paragraph 3 of Part C of
      this Schedule, held no earlier than 15 days after and no later than 30
      days later than the first meeting. In this second meeting, the items
      tabled for the first meeting can be adopted by a simple majority of the
      votes cast and the quorum for such second meeting shall be any one
      Shareholder. In the notice of the new meeting it must be stated that this
      concerns a second meeting as referred to in this paragraph 2.3 and
      explained that a resolution can be adopted with a quorum of one
      Shareholder.

            


    

     

     

    
      	
              3

            	
              Voting

            


    

     

    
      	
              3.1

            	
              All
      voting shall take place orally. The chairperson of the general meeting of
      Shareholders is, however, entitled to decide that votes be cast by a
      secret ballot. If it concerns the holding of a vote on persons, anyone
      present at the meeting with voting rights may demand a vote by a secret
      ballot. Votes by secret ballot shall be cast by means of secret, unsigned
      ballot papers.

            


    

     

    
      	
              3.2

            	
              Blank
      and invalid votes shall not be counted as
  votes

            


    

     

    
      	
              3.3

            	
              Resolutions
      may be adopted by acclamation if none of the persons with voting rights
      present at the meeting
objects.

            


    

     

    
      	
              3.4

            	
              The
      Chairman’s decision at the meeting on the result of a vote shall be final
      and conclusive. The same shall apply to the contents of an adopted
      resolution if a vote is taken on an unwritten proposal. However, if the
      correctness of such decision is challenged immediately after it is
      pronounced, a new vote shall be taken if either the majority of the
      persons with voting rights present at the meeting or, where the original
      vote was not taken

            


    

    
       

      
        
          
          

        

        
          102

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                by
      roll call or in writing, any person with voting rights present at the
      meeting, so demands. The legal consequences of the original vote shall be
      made null and void by the new
vote.

              


      

       

    

    
      	
              3.5

            	
              The
      Chairman of
      any meeting of the Company shall
      not be entitled in any circumstances to a second or casting vote in
      addition to any other vote he,
      if any, may
      have.

            


    

     

    
      	
              3.6

            	
              Notwithstanding
      the forgoing the Investors agree to procure
  that:

            


    

     

    
      	
               
      

            	
              3.6.1

            	
              no resolution
      shall be proposed or voted in favour of by any Shareholder that is part of
      their Group at any Shareholders meeting of the Company without the prior
      written consent of RBS; and

            


    

     

    
      	
               
      

            	
              3.6.2

            	
              no resolution
      relating to a Board Reserved Matter shall be passed at any Shareholders
      meeting of the Company without the unanimous approval of all
      Shareholders.

            


    

     

    
      
        
        

      

      
        103

        
          

        

      

      
        
        

      

       

    

    Part
C

    Administration
of Board until
the date of the Effective Notice and
Shareholder Meetings

     

    
      	
              1

            	
              All meetings
      of the Board, the Board Committees and the Shareholders shall be held in
      the Netherlands. 

            


    

     

    
      	
              2

            	
              A
      minimum of 5 Business
      Days’ notice
      of meetings of the Board and a
      minimum of 15 days’ notice of meetings of the general meeting of
      Shareholders, accompanied by details of the venue for such meeting (taking
      into account the requirements of paragraph 1 and an agenda of the business
      to be transacted (together with, where
      practicable, all
      papers to be circulated or presented to the same), shall be given to all
      the Directors
      or Shareholders(as
      appropriate). Where
      either (i) the Chairman of the Board or
      any Shareholder determines
      (acting reasonably) that urgent business has arisen, or (ii) with
      the
      prior consent of any
      two Investors,
      notice of meetings of the Board may be reduced to 2 Business
      Days.

            


    

     

    
      	
              3

            	
              A meeting of
      the Board or of the general meeting of Shareholders may be held at shorter
      notice than set out above or without notice with the unanimous consent of
      the Directors or the Shareholders (as appropriate), provided that in case
      of a general meeting of Shareholders, valid resolutions of the General
      Meeting may only be adopted if all of the Company’s issued capital is
      represented.

            


    

     

    
      	
              4

            	
              Subject
      to paragraph 1, a meeting of the Directors may consist of a conference
      call between Directors some or all of whom are in different places
      provided that each Director
      who participates in the meeting is
  able:

            


    

     

    
      	
              4.1

            	
              to
      hear each of the other participating Directors addressing the meeting;
      and

            


    

     

    
      	
              4.2

            	
              if
      he so wishes, to address each of the other participating Directors
      simultaneously,

            


    

     

    whether directly,
by conference telephone or by any other form of communication equipment or by a
combination of such methods and provided that the majority of the Directors
present is physically present in the Netherlands and resident for tax purposes
outside the United Kingdom. A quorum shall be deemed to be present if those
conditions are satisfied in respect of at least the number and designation of
Directors required to form a quorum. Subject to paragraph 1,
a meeting held in this way shall be deemed to take place at the place in the
Netherlands where the largest group of Directors is assembled or, if no such
group is readily identifiable, at the place in the Netherlands from where the
chairman of the meeting participates at the start of the relevant
meeting.

     

    Notwithstanding the
foregoing, no Director shall be entitled to participate in any conference call
or other form of communication equipment as aforesaid from the United
Kingdom.

     

    
      
        
        

      

      
        104

        
          

        

      

      
        
        

      

       

    

    Part
D

    Other
Board Matters until
the date of the Effective Notice

     

    
      	
              1

            	
              Directors’
      Insurance

            


    

     

    Each Investor
shall, for and on behalf of the Company, at all times maintain or procure the
maintenance of indemnity insurance in respect of any Directors appointed by that
Investor to the Board or to the board of directors of any other member of the
Group pursuant to this Agreement, on ordinary commercial terms.

     

    
      	
              2

            	
              Remuneration

            


    

     

    No Director shall
be entitled to remuneration from, or reimbursement of expenses by, the Company
unless otherwise determined and agreed by each of the Shareholders.

     

    
      	
              3

            	
              Interested
      Parties

            


    

     

    
      	
              3.1

            	
              Subject to
      the provisions of applicable law and save as notified to the contrary by a
      majority of the other Directors present at a meeting of the Board,
      provided that he has disclosed to the Board the nature and extent of any
      material interest of his, a Director notwithstanding his
      office:

            


    

     

    
      	
               
      

            	
              (i)

            	
              may be a
      party to, or otherwise interested in, any transaction or arrangement with
      the Company or a member of the Group, or in which the Company or a member
      of its Group is otherwise interested;
and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              may be a
      director or other officer of, or employed by, or a party to any
      transaction or arrangement with, or otherwise interested in, any body
      corporate promoted by the Company or a member of the Group or in which the
      Company or a member of its Group is otherwise interested;
    and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              shall not, by
      reason of his office, be accountable to the Company or a member of the
      Group for any benefit which he derives from any such office or employment
      or from any such transaction or arrangement or from any interest in any
      such body corporate and no such transaction or arrangement shall be liable
      to be avoided on the ground of any such interest or
    benefit.

            


    

     

    
      	
              3.2

            	
              Subject to
      the provisions of applicable law, provided that it has disclosed to the
      Investors the nature and extent of any material interest, an Investor may
      exercise its rights as a shareholder (including its voting rights) in
      respect of any transaction or arrangement which both the Investor and the
      Company or a member of their Groups may be a party to, or otherwise
      interested.

            


    

     

    
      	
              3.3

            	
              For the
      purposes of paragraphs 3.1 and 3.2:

            


    

     

    
      	
               
      

            	
              (i)

            	
              a general
      notice given to the Board or the Investors that a Director or Investor,
      respectively, is to be regarded as having an interest of the nature and
      extent specified in the notice in any transaction or arrangement in which
      a specified person or class of persons is interested shall be deemed to be
      a disclosure that the Director or Investor has an interest in any such
      transaction of the nature and extent so specified;
  and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              an interest
      of which a Director or Investor has no actual knowledge shall not be
      treated as his or its interest.

            


    

     

    
      
        
        

      

      
        105

        
          

        

      

      
        
        

      

       

    

    Part
E

    Board
Reserved Matters until the date of the Effective Notice

     

    For the purposes of
this Schedule 3 Part E, any reference to the “Group”
shall be construed as a reference to the Company and its Group.

     

    
      	
              1

            	
              Share
      Capital

            


    

     

    
      	
               
      

            	
              1.1

            	
              Any
      variation, creation, increase, re-organisation, consolidation, sub
      division, conversion, reduction, redemption, repurchase, re-designation or
      other alteration of the authorised or issued share or loan capital of the
      Company or any member of its Group or the variation, modification,
      abrogation or grant of any rights attaching to any such share or loan
      capital except, in each case, as may be required by or permitted under
      this Agreement.

            


    

     

    
      	
               
      

            	
              1.2

            	
              The
      entry into or creation by the
      Company or any
      member of its
      Group
      of any agreement, arrangement or obligation requiring the creation,
      allotment, issue, Transfer, redemption or repayment of, or the grant to a
      person of the right (conditional or not) to require the creation,
      allotment, issue, Transfer, redemption or repayment of, a share in the
      capital of any member of the Company’s
      Group
      (including an option or right of pre emption or conversion) except, in
      each
      case, to a member of the Company’s
      Group
      or as may be required by or permitted under this Agreement or as provided
      for or contemplated in the Business
  Plan.

            


    

     

    
      	
               
      

            	
              1.3

            	
              Other
      than as expressly required by the Articles, the
      reduction, capitalisation, repayment or distribution of any amount
      standing to the credit of the share capital, any
      share
      premium account, capital redemption reserve or any other reserve of any
      member of the Company’s
      Group
      (other than a wholly-owned subsidiary undertaking of the Company), or the
      reduction of any uncalled liability in respect of partly paid shares of
      any member of the Company’s
      Group.

            


    

     

    
      	
               
      

            	
              1.4

            	
              Any
      amendment to the Articles.

            


    

     

     

    
      	
              2

            	
              Winding
      Up

            


    

     

    
      	
               
      

            	
              2.1

            	
              To the extent
      within the powers of the board, the taking of steps in respect of any
      member of the Company’s Group to:

            


    

     

    
      	
               
      

            	
              2.1.1

            	
              wind up or
      dissolve such Group Company;

            


    

     

    
      	
               
      

            	
              2.1.2

            	
              obtain an
      administration order in respect of such Group
  Company;

            


    

     

    
      	
               
      

            	
              2.1.3

            	
              invite any
      person to appoint a receiver or receiver and manager of the whole or any
      part of the business or assets of such Group
  Company;

            


    

     

    
      	
               
      

            	
              2.1.4

            	
              make a
      proposal for a creditors’ voluntary arrangement in respect of such Group
      Company;

            


    

     

    
      	
               
      

            	
              2.1.5

            	
              do anything
      similar or analogous to those steps referred to in paragraphs 2.1.1 to
      2.1.4 above, in any other
jurisdiction.

            


    

     

    
      	
              3

            	
              Capital
      Expenditure

            


    

     

    
      
        
        

      

      
        106

        
          

        

      

      
        
        

      

    

     

    Any capital
expenditure in excess of *** (in respect of an individual item or a series of
related items).

     

    
      	
              4

            	
              Related
      Party Contracts

            


    

     

    The entry into,
termination or variation of any material contract or arrangement between any
member of the Group and an Investor or an Investor Group member, other than (i)
as expressly provided for in this Agreement; or (ii) a contract on arm’s length
terms in the ordinary course of business.

     

    
      	
              5

            	
              Joint
      Venture Agreements

            


    

     

    The entry into of
any joint venture, partnership, consortium or other similar arrangement other
than in the ordinary course of business.

     

    
      	
              6

            	
              Acquired
      Businesses and Retained Business

            


    

     

    Any material change
in the nature of any Acquired Business or the Retained Business.

     

    
      	
              7

            	
              Litigation

            


    

     

    The commencement or
settlement of any litigation, arbitration or other proceedings which are
material in the context of the RBS Acquired Business, the Fortis Acquired
Business, the Santander Acquired Business or the Retained Business (as the case
may be).

     

    
      	
              8

            	
              Acquisitions

            


    

     

    The acquisition of
any company or undertaking.

     

    
      	
              9

            	
              Contracts

            


    

     

    The entering into
or termination of any contract which is not in the ordinary course of business
and which is material in the context of the RBS Acquired Business, the Fortis
Acquired Business, the Santander Acquired Business or the Retained Business (as
the case may be).

     

    

      


    
      
        	
                ***

              	
                Indicates
      omission of material, which has been separately filed, pursuant to a
      request for confidential treatment.

              


      

       

      
        
          
          

        

        
          107

          
            

          

        

        
          
          

        

      

       

    

    Schedule
4

    Representations
and Warranties

     

    
      	
              1

            	
              Capacity

            


    

     

    The Investor has
capacity and power to carry on its activities as now carried on and as proposed
to be carried on, to own its property and other assets and sue and be sued in
its own name and to execute, deliver and perform its obligations under this
Agreement, the Transaction Documents (as applicable) and the transactions
contemplated by this Agreement.

     

     

    
      	
              2

            	
              Authority

            


    

     

    Except as provided
in Clause 8.2, the Investor has taken all necessary action to authorise the
execution, delivery and performance of its obligations under this Agreement and
the Transaction Documents (as applicable).

     

     

    
      	
              3

            	
              Legal,
      Valid and Binding

            


    

     

    
      	
              3.1

            	
              The
      Agreement and the Transaction Documents (as applicable) once executed by
      the Investor will constitute legal, valid and binding obligations of such
      party enforceable in accordance with their
  terms.

            


    

     

    
      	
              3.2

            	
              No
      authorisation, approvals or consents from any governmental or other
      authorities is necessary for the execution and delivery by the Investor of
      this Agreement or the Transaction Documents (as applicable) or,
      except to the extent set out in Clause 8.2 and/or reflected in the
      conditions to the Offer, the
      exercise of its rights and the performance of its obligations under this
      Agreement and the Transaction Documents (as applicable) including, the
      making of all payments due or to become due from it and to render the same
      legal, valid, enforceable and admissible in evidence. The
      execution, delivery and performance by it of this Agreement, the
      Transaction Documents (as applicable) and the transactions contemplated by
      this Agreement will not contravene any existing law, regulation,
      ordinance, decree or authorisation to which it is subject, or contravene
      any provision of its memorandum and articles of association or any
      equivalent documents in any jurisdiction where it is
      formed.

            


    

     

     

    
      	
              4

            	
              No
      Encumbrances

            


    

     

    Neither the
Investor’s execution nor its performance of this Agreement will result in the
creation of, or oblige it to create or permit to subsist, an Encumbrance over
any of its present or future assets or revenues.

     

    
      
        
        

      

      
        108

        
          

        

      

      
        
        

      

    

     

    Schedule
5

    Form
of Deed of Accession

     

    THIS
DEED is made on [●] 20[●]

     

    BY
[·],
a company incorporated under the laws of [•] having its [registered] office at
[•] (“New
Shareholder”).

     

    Whereas:

     

    
      	
              (A)

            	
              The
      New Shareholder has agreed to [purchase]
      [subscribe for] Shares
      in the capital of the Company in the capital of the Company as described
      in the Schedule (the “[Transferred] [Issued]
      Interest”)
      subject to and in accordance with the terms and conditions of [an
      agreement]
      [a notarial deed of [transfer] [issuance]] to
      be dated [date of Transfer/Subscription Agreement
      or
      Deed of Transfer/Issuance] and
      made between [
      ] (the
      “[Transferor]
      [Company]”)
      and the New Shareholder (the “[Transfer
      Agreement]
      [Subscription Agreement [Deed of Transfer] [Deed of Issuance]”)
      and the Amended
      and Restated Consortium and Shareholders’ Agreement
      dated [•] 20010 as
      amended, amended and restated or otherwise modified from time to time
      between, amongst others, the Company and
      the Investors (the
      “Shareholders’ Agreement”).

            


    

     

    Now
this Deed
witnesseth and it is hereby agreed with and for the benefit of each party to the
Shareholders’ Agreement
and each party who becomes a party to the Shareholders’ Agreement
after the date of this Deed:

     

    
      	
              1

            	
              Definitions
      and Interpretations

            


    

     

     

    
      	
              1.1

            	
              Definitions

            


    

     

    In this Deed
(including the Recitals and Schedule hereto), unless the subject or context
otherwise requires, words defined in the Shareholders’ Agreement shall have the
same meanings when used herein and:

     

    “Closing”
means the closing of the [Sale and Transfer] [Issuance] of the [Transferred]
[Issued] Interest to take place at the offices of [●] on [date];

     

    “Closing
Date” has the meaning ascribed thereto in Clause 2.

     

     

    
      	
              1.2

            	
              Interpretation

            


    

     

    The provisions of
Clause 1
of the Shareholders’ Agreement shall apply to this Deed mutatis
mutandis.

     

     

    
      	
              1.3

            	
              Headings

            


    

     

    Headings shall be
ignored in the construction of this Deed.

     

     

    
      	
              2

            	
              Undertakings
      of the New Shareholder

            


    

     

    In consideration of the agreement of
the [Transferor to Transfer the Transferred Interest] [Company to issue the
Issued Interest] to the New Shareholder, the New Shareholder undertakes, for the
benefit of each party to the Shareholders’ Agreement, that it will with effect
from the date of Transfer by the Transferor] [issue by the Company] to the
New

     

    
      
        
        

      

      
        109

        
          

        

      

      
        
        

      

    

     

    Shareholder of the [Transferred]
[Issued] Interest (the “Closing
Date”) and without prejudice to or assuming any liability of the
Transferor in respect of any breach by it of obligations under the Shareholders’
Agreement prior to the Closing Date], assume, perform and comply with each of
the obligations of [the Transferor] [an Investor] under the Shareholders’
Agreement as if it had been a party to the Shareholders’ Agreement at the date
of execution thereof and been named in it as an Investor. Each other party to
the Shareholders’ Agreement may enforce the terms of this Clause 2.

     

     

    
      	
              3

            	
              Rights
      of the New Shareholder

            


    

     

    There shall be
accorded to the New Shareholder with effect from the Closing Date all the rights
[of the Transferor] [of a Shareholder] with respect to the [Transferred Interest
(in each case without prejudice to the accrued rights of the Transferor under
the Shareholders’ Agreement in respect of any breach by any other party thereto
of its obligations thereunder at any time prior to the Transfer Date)] [Issued
Interest] as if the New Shareholder had been a party to the Shareholders’
Agreement at the date of execution thereof and had been named in it as an
Investor and, with effect from the Closing Date, the Transferor shall cease to
be entitled to those rights.

     

     

    
      	
              4

            	
              Notices

            


    

     

    The address and
facsimile number designated by the New Shareholder for the purposes of Clause
21
(Notices) of the Shareholders’ Agreement are:

     

    Address:

     

    Fax:

     

    For the attention
of:

     

     

    
      	
              5

            	
              Assignment
      and Transfer

            


    

     

    The New Shareholder
hereby acknowledges and agrees that it shall have no right to assign, transfer
or in any way dispose of the benefit (or any part thereof) or the burden (or any
part thereof) of this Deed without the prior consent of all the other parties to
the Shareholders’ Agreement.

     

     

    
      	
              6

            	
              Third
      Party Rights

            


    

     

    Except where
expressly stated otherwise in this Deed, other than by any party to the
Shareholders Agreement and by any person that is entitled from time to time to
enforce from the Shareholders Agreement pursuant to Clause 20.11 of the
Shareholders Agreement, no term of this Deed is enforceable under the Contracts
(Rights of Third Parties) Act 1999 by a person who is not a party to this
Deed.

     

     

    
      	
              7

            	
              General
      Provisions

            


    

     

    The provisions of
Clauses [10
(representations and warranties)], 16 (Confidentiality and
Announcements), [19 Entire Agreement and Non Reliance], 20 (General) and 22
(Governing Law and Arbitration) of the Shareholders’ Agreement shall apply
(mutatis
mutandis) to this Deed as if expressly set out herein.

     

    
      
        
        

      

      
        110

        
          

        

      

      
        
        

      

    

     

    In
witness whereof this Deed has been entered into the day and year first
before written.

     

    
      
        
        

      

      
        111

        
          

        

      

      
        
        

      

    

     

    Schedule
6

    Permitted
Disclosure

     

    Clause 16.1
shall not prevent:

     

    
      	
              1

            	
              any
      disclosure which is required by law or regulation to be disclosed to any
      person who is authorised by law or regulation to receive the
      same;

            


    

     

    
      	
              2

            	
              any
      disclosure which is required by the regulations of any exchange
      upon which the share capital of the disclosing party is or is proposed to
      be from time to time listed or dealt in provided
      that such disclosure is, where practicable, discussed with the other
      relevant parties hereto before being made;

            


    

     

    
      	
              3

            	
              any
      disclosure which is made to a court, arbitrator or administrative tribunal
      in the course of proceedings before it to which the disclosing party is a
      party in a case where such disclosure is required by such proceedings or
      is necessary in connection with enforcing any right, power or remedy it
      may have under a document to which it is a
  party;

            


    

     

    
      	
              4

            	
              any
      disclosure which is made to any professional advisers of the disclosing
      party who are bound to the disclosing party by a duty of confidence which
      applies to any information
disclosed;

            


    

     

    
      	
              5

            	
              any
      disclosure which is made to an Affiliate who is bound to the disclosing
      party by a duty of confidence which applies to any information
      disclosed;

            


    

     

    
      	
              6

            	
              any
      disclosure which is made to any person appointed as an Investor
      Director or Alternate
      Director; or

            


    

     

    
      	
              7

            	
              any
      disclosure which is made to an
      Investor’s or the
      Group’s
      bankers and financiers or proposed bankers and financiers from time to
      time;

            


    

     

    
      	
              8

            	
              any
      disclosure required by law, a governmental, taxation or other authority
      with relevant powers or professional standards body to which the party
      making the disclosure is subject or
  submits;

            


    

     

    
      	
              9

            	
              any
      disclosure which is made pursuant to the terms of this
      Agreement.

            


    

     

    
      
        
        

      

      
        112

        
          

        

      

      
        
        

      

    

     

    Schedule
7

    Governance
Clearances

     

     

    Part
A

     

     

    Regulatory
Approvals

     

    
      	
              No.

            	
              Jurisdiction

            	
              Regulator

            
	
              1.

            	
              Australia

            	
              Federal
      Reserve via Foreign Investment Review Board

            
	
              2.

            	
              Chile

            	
              Superinten-dencia
      de Bancos e Instituciones Financieras

            
	
              3.

            	
              Finland

            	
              Finnish
      Financial Supervision Authority

            
	
              4.

            	
              Italy

            	
              Bank of
      Italy

            
	
              5.

            	
              Malaysia

            	
              Minister of
      Finance

            
	
              6.

            	
              Netherlands

            	
              De
      Nederlandsche Bank

            
	
              7.

            	
              New
      Zealand

            	
              Overseas
      Investment Office

            
	
              8.

            	
              Romania

            	
              National Bank
      of Romania

            
	
              9.

            	
              Russia

            	
              Governmental
      Commission

            
	
              10.

            	
              Russia

            	
              Central
      Credit Institutions Licensing & Financial Rehabilitation
      Department

            
	
              11.

            	
              Singapore

            	
              Monetary
      Authority of Singapore

            
	
              12.

            	
              Singapore

            	
              Singapore
      Exchange Securities Trading Limited

            
	
              13.

            	
              Thailand

            	
              Ministry of
      Finance and Bank of Thailand

            
	
              14.

            	
              UK

            	
              Financial
      Services Authority

            
	
              15.

            	
              Uzbekistan

            	
              Central Bank
      of Uzbekistan

            


    

     

     

    
      
        
        

      

      
        113

        
          

        

      

      
        
        

      

    

     

    Regulatory
Pre-completion Notifications

     

    
      	
              No.

            	
              Jurisdiction

            	
              Regulator

            
	
              1.

            	
              Venezuela

            	
              Superintendencia
      de Bancos y Otras Instituciones Financieras

            
	
              2.

            	
              Singapore

            	
              Monetary
      Authority of Singapore

            
	
              3.

            	
              Canada

            	
              Ontario
      Securities Commission

            
	
              4.

            	
              UAE

            	
              Dubai
      Financial Services Authority

            
	
              5.

            	
              Ireland

            	
              Irish Stock
      Exchange

            
	
              6.

            	
              Indonesia

            	
              Employees of
      local entity

            
	
              7.

            	
              Australia

            	
              Australian
      Prudential Regulation Authority

            
	
              8.

            	
              Belgium

            	
              Works
      Council

            
	
              9.

            	
              Canada

            	
              Investment
      Industry Regulatory Organization of Canada

            
	
              10.

            	
              Cayman
      Islands

            	
              Cayman
      Islands Monetary Authority

            
	
              11.

            	
              Finland

            	
              Finnish
      Financial Supervision Authority

            
	
              12.

            	
              India

            	
              Reserve Bank
      of India

            
	
              13.

            	
              Italy

            	
              Bank of
      Italy

            
	
              14.

            	
              Malaysia

            	
              Bank Negara
      Malaysia

            


    

     

    
      
        
        

      

      
        114

        
          

        

      

      
        
        

      

    

     

    
      
        	
                15.

              	
                Malaysia

              	
                Securities
      Commission

              
	
                16.

              	
                Netherlands

              	
                De
      Nederlandsche Bank

              
	
                17.

              	
                South
      Africa

              	
                Registrar of
      Banks

              
	
                18.

              	
                South
      Africa

              	
                Registrar of
      Financial Service Providers

              
	
                19.

              	
                South
      Africa

              	
                South African
      Reserve Bank

              
	
                20.

              	
                Switzerland

              	
                FINMA

              
	
                21.

              	
                UK

              	
                Financial
      Services Authority

              


      

       

    

    Anti-trust
Approvals

     

    
      	
              No.

            	
              Jurisdiction

            
	
              1.

            	
              Indonesia

            
	
              2.

            	
              Japan

            
	
              3.

            	
              Russia

            
	
              4.

            	
              USA

            


    

     

     

    
      
        
        

      

      
        115

        
          

        

      

      
        
        

      

    

     

    Part
B

     

    Post-completion
notifications

     

    
      	
              No.

            	
              Jurisdiction

            	
              Regulator

            
	
              1.

            	
              Argentina

            	
              Central Bank
      of the Republic of Argentina

            
	
              2.

            	
              Argentina

            	
              Argentine
      Securities Commission and MAE

            
	
              3.

            	
              Canada

            	
              Office of the
      Superintendent of Financial Institutions Canada

            
	
              4.

            	
              Canada

            	
              Ontario
      Securities Commission.

            
	
              5.

            	
              Columbia

            	
              Superintendency
      of Finance

            
	
              6.

            	
              Finland

            	
              Finnish
      Financial Supervision Authority

            
	
              7.

            	
              Hong
      Kong

            	
              Securities
      and Futures Commission

            
	
              8.

            	
              Indonesia

            	
              Bank
      Indonesia

            
	
              9.

            	
              Indonesia

            	
              Indonesian
      Stock Exchange

            
	
              10.

            	
              Italy

            	
              Bank of
      Italy

            
	
              11.

            	
              Italy

            	
              Commissione
      Nazionale per le Società e la Borsa

            
	
              12.

            	
              Malaysia

            	
              Minister of
      Finance

            
	
              13.

            	
              Malaysia

            	
              Bank Negara
      Malaysia

            
	
              14.

            	
              Malaysia

            	
              Securities
      Commission

            
	
              15.

            	
              New
      Zealand

            	
              Overseas
      Investment Office

            
	
              16.

            	
              Singapore

            	
              Monetary
      Authority of Singapore

            
	
              17.

            	
              Singapore

            	
              Singapore
      Exchange Securities Trading Limited

            
	
              18.

            	
              South
      Korea

            	
              Financial
      Supervisory Service of Korea

            
	
              19.

            	
              UK

            	
              Financial
      Services Authority

            
	
              20.

            	
              USA

            	
              The Board of
      Governors of the Federal Reserve System

            
	
              21.

            	
              Vietnam

            	
              State Bank of
      Vietnam (Central Bank)

            


    

     

     

    
      
        
        

      

      
        116

        
          

        

      

      
        
        

      

    

     

    Schedule
8

    Other
State Acquired Businesses

     

    
      	
               (1)

              Asset/Liability

            	
              (2)

              Proposed
      Transfer Date

            	
              (3)

              Estimated
      fair market value at the date of this Agreement

            	
              (4)

              Proposed
      Transfer Mechanism prior to 30 June 2011

            	
              (5)

              Proposed
      Mechanism following 30 June 2011

            	
              (6)

              Other
      agreed actions or comments in relation to the Asset /
      Liability

            
	
              USD250
      million

              7.75%
      subordinated

              lower tier 2
      notes

              2023
      ISIN:

              US00077TAA25

            	
              As soon as
      possible following the date of this Agreement

            	
              Face value of
      USD250m

            	
              ***

            	
              ***

            	
              The
      instrument shall remain as a State Acquired Business

              All risks and
      rewards, including litigation risk, in respect of the instrument remain
      with ABN AMRO Bank and the State Acquired Businesses (as previously agreed
      by the CFOs in agreement #2). As such, any costs (including any reasonable
      costs incurred by RBS NV), liability and litigation risk that occurs as a
      result of ***.

            
	
              CDS 2003 with
      AIG and Radion

            	
              AIG:

              Mid-April
      2010

               

              Radion: End
      of April 2010

            	 
    	
              Novation

            	
              In accordance
      with Clause 5.3

            	
              AIG and
      Radian are reviewing latest drafts of novation agreement and transfer
      agreement. RBS awaits outcome of Portfolio & Investment Committee on
      30 March 2010. Following that a further approval of the Asset Protection
      Agency is required, which will take 5 working days.

            
	
              Natixis
      interest rate swaps

               

            	
              1 May
      2010

            	
              EUR
      850,000

            	
              SWAP needs to
      be novated from RBS N.V. to ABN AMRO Bank N.V.

            	
              In accordance
      with Clause 5.3

            	
              N/A

            


    

     

    
      

      
        ***
Indicates omission of material, which has been separately filed, pursuant to a
request for confidential treatment.

      

    

     

    
      
        
        

      

      
        117

        
          

        

      

      
        
        

      

    

     

    
       

      
        	
                 (1)

                Asset/Liability

              	
                (2)

                Proposed
      Transfer Date

              	
                (3)

                Estimated
      fair market value at the date of this Agreement

              	
                (4)

                Proposed
      Transfer Mechanism prior to 30 June 2011

              	
                (5)

                Proposed
      Mechanism following 30 June 2011

              	
                (6)

                Other
      agreed actions or comments in relation to the Asset /
      Liability

              
	
                Trades to be
      novated

                (with 12
      counter parties)

              	
                1 May
      2010

              	
                SGD 11.3
      million

                HKD 394
      million

              	
                By client’s
      signing of the novation agreement the contract is legally binding and are
      trades novated.

              	
                In accordance
      with Clause 5.3

              	
                ABN AMRO Bank
      and RBS have both signed the 12 novation agreements. The counter parties
      of the agreements still need to sign.

                Operational
      execution may take till 30 June 2010.

              
	
                Collateral of
      N-Share client Stichting Mooiland

              	
                15 April
      2010

              	
                EUR
      9,420,000

              	
                Collateral
      needs to be transferred from RBS N.V. London branch to ABN AMRO Bank
      N.V.

              	
                In accordance
      with Clause 5.3

              	
                N/A

              
	
                RALs

              	
                Within 3
      months after separation

              	
                EUR 150-220
      million

              	
                Replacement
      by external bank guarantee or refinancing

              	
                In accordance
      with Clause 5.3

              	
                The total
      amount in column (3) may vary depending on the solution agreed in
      individual cases with respect to continuation of facilities by RBS for its
      own account. The number of RALs left is as at 31 March 2010 approximately
      90. No risk for RBS NV as the existing RAL will stay in place as agreed in
      the Partnerbank Agreement.

              
	
                Security
      rights under foreign law

              	
                Within 3
      months after separation

              	
                EUR 10
      million

              	
                Transfer of
      security rights via assignment or transfer documentation.

                 Note
      that the exact transfer mechanism may vary per country.

              	
                In accordance
      with Clause 5.3

              	
                In case ABN
      AMRO Bank identifies a security right under foreign law after 30 June 2010
      that has not been identified and transferred at an earlier stage, RBS NV
      will cooperate to transfer such security rights and finalise the
      assignment or transfer documentation. Currently 8 remaining files
      (Belgium, Denmark, Ireland, Malta, Slovakia, UK, USA,
    Sweden).

              


      

       

      
        
          
          

        

        
          118

          
            

          

        

        
          
          

        

      

       

    

    
      
         

        
          	
                   (1)

                  Asset/Liability

                	
                  (2)

                  Proposed
      Transfer Date

                	
                  (3)

                  Estimated
      fair market value at the date of this Agreement

                	
                  (4)

                  Proposed
      Transfer Mechanism prior to 30 June 2011

                	
                  (5)

                  Proposed
      Mechanism following 30 June 2011

                	
                  (6)

                  Other
      agreed actions or comments in relation to the Asset /
      Liability

                
	
                  Shares held
      by RBS NV in Visa, Inc.

                	
                  30 June
      2010

                	 
    	
                  Transfer of
      shares to ABN AMRO Bank

                	
                  In accordance
      with Clause 5.3

                	
                  The transfer
      cannot take place until ABN AMRO Bank has appropriate arrangements to
      settle and trade the shares.

                
	
                  International
      Diamond & Jewellery business Taiwan

                	
                  17 April
      2010

                	
                  Approximately
      $4,000,000

                	
                  SPA

                	
                  In accordance
      with Clause 5.3

                	
                  Business is
      to be sold to a third party purchaser. SPA is agreed.

                
	
                  Germany
      Residential Fund Managing Director BV, Germany Residential Fund II
      Managing Director BV  and Germany Residential Fund III Managing
      Director BV

                	
                  By 30 June
      2011

                	
                  Approximately
      €5,000 in aggregate

                	
                  Transfer by
      SPA

                	
                  In accordance
      with Clause 5.3

                	
                  Transfer was
      delayed pending agreement on
valuation.

                


        

         

        
          
            
            

          

          
            119

            
              

            

          

          
            
            

          

           

        

      


    Schedule
9

    Charging
Basis for Management of the Retained Business

     

    RBS NV, as part of
its fiduciary responsibility to control and consolidate the Retained Business,
will incur costs to perform this duty and therefore is entitled to reimbursement
of these costs. The following sets forth a distinction to be made between the
direct costs of the Retained Business, in so far those services will be provided
by RBS NV or other outside service providers, and the costs to be considered a
general “Management Fee”.

     

     

    Part
A: Direct Costs

     

    RBS NV shall use
its best endeavours to accrue specific costs related to operating, liquidating
or distributing the Retained Business directly to the Retained Business. This
would include out of pocket professional fees (e.g. legal, external audit,
investment banking, insurance etc.) as well as services provided by other
Investors under service level agreements agreed between the Investors or members
of their respective Groups.

     

    It may be required
for legal services to be provided and sourced from RBS in-house counsel when
considered more effective and efficient to external counsel. Similarly there
maybe in-house internal audit preferred to external audit. When sourced in-house
the charge will be settled with the Retained Business for its total absorbed
cost plus 25%.

     

    Costs shall be
settled quarterly with a specification from RBS NV subject to pre-approval and
review by the business manager responsible for the Retained Business
..

     

    The parties
acknowledge that the Retained Business currently has €1.7 million budgeted for
legal fees in 2010.

     

     

    Part
B: General Management Fee

     

    The following table
reflects the current best estimate of the components of an Annual General
Management Fee:

     

    
      	
              Component

            	
              Description
      of Fully Absorbed Cost

            	
              Cost
      (€)

            
	
              Business
      Management

            	
              50% of the
      time of the fully loaded costs of one senior member of the RBS NV
      management team. Includes consultative time spent from other senior
      members of the RBS NV management team.

            	
              400,000

            
	
              Treasury
      & Funding Administration

            	
              25% of the
      time of one experienced staff member and 10% supervisory
    time.

            	
              200,000

            
	
              Accounting
      and administration

            	
              1.5 FTE to
      perform the monthly financial accounting and administration. Results in
      delivery of the monthly management information package (e.g. Blue
      Book).

            	
              200,000

            
	
              Subtotal

            	
              800,000

            
	
              Cost
      plus factor 25%

            	
              200,000

            
	
              Annual
      General Management Fee

            	
              1,000,000

            


    

     

    
      
        
        

      

      
        120

        
          

        

      

      
        
        

      

    

     

    The Annual General
Management Fee will be settled quarterly (by charging the Retained Business) and
reviewed annually. No costs charged under Part A as Direct Costs shall be
charged as part of the Annual General Management Fee. The parties acknowledge
that, as at the date of this Agreement, the Investors have provided in aggregate
€24,327,000 to the Retained Business in Consortium Proportions to meet the
future costs of the Retained Business.

     

    
      
        
        

      

      
        121

        
          

        

      

      
        
        

      

    

     

    Schedule
10

    4.95%
Term Sheet

     

    [LETTERHEAD
OF THE STATE OF THE NETHERLANDS]

    Mr
Miller McLean

    General
Counsel

    The Royal Bank of
Scotland Group PLC

    House
G

    RBS
Gogarburn

    Edinburgh

    EH12
1HQ

     

    Mr
Ignacio Benjumea Cabeza de Vaca

    General
Counsel

    Banco Santander
S.A.

    Ciudad Grupo
Santander

    28660 Boadilla del
Monte

    Madrid

    Spain

     

    Mr
Peter Goes

    Secretary

    RFS Holdings
B.V.

    Strawinskylaan
3105

    1077 ZX
Amsterdam

    The
Netherlands

     

    [●]
2009

     

     

    Dear
Sirs,

     

    Allocation
of Capital: Notice in relation to the Consortium and Shareholders Agreement -
Schedule 3 Part 11 and Clause 2.9 of the Deed of Accession

     

    We refer to the
consortium and shareholders agreement between RBS, Santander, Fortis N.V. and
Fortis SA/NV (together “Fortis”)
and RFS Holdings B.V. dated 28 May 2007. That agreement was acceded to by Fortis
Bank Nederland (Holding) N.V. (“FBNH”)
on 26 July 2007, and was amended on 17 September 2007 and further amended on 26
August 2008.

     

    Pursuant to a deed
of accession dated 24 December 2008 as between RBS, Santander, the State, FBNH
and RFS Holdings B.V. (the “Deed
of Accession”), the State agreed to assume the rights and obligations of
Fortis and FBNH under the consortium and shareholders agreement as amended,
including as amended by the Deed of Accession itself.

     

    For the purpose of
this Letter, the terms of the aforementioned agreements, as between RBS,
Santander, the State, FBNH and RFS Holdings B.V., shall be referred to as the
“Consortium
and Shareholders Agreement.”

     

    Save as otherwise
defined in this letter, capitalised terms shall have the meanings given to them
in the Consortium and Shareholders Agreement (as defined above).

     

    
      
        
        

      

      
        122

        
          

        

      

      
        
        

      

    

     

    Under Schedule 3 -
Part 11 of the Consortium and Shareholders Agreement (“Schedule
3 - Part 11”), certain agreements were reached as to the allocation of
core tier 1 capital of the ABN AMRO Group as between the Investors.

     

    Under Clause 2.9 of
the Deed of Accession (“Clause
2.9”), it was further acknowledged and agreed that in relation to the
State’s rights under Schedule 3 - Part 11, the parties would apply the
principles established out of discussions amongst the Chief Financial Officers
of the State, RBS and Santander and/or their delegates as recorded in the
minutes of the meetings amongst the Chief Financial Officers and/or their
delegates dated 6 November 2008, 12 November 2008, 27 November 2008, 4 December
2008, 11 December 2008 and 17 December 2008.

     

    Further to Clause
2.9, the State, RBS and Santander have now agreed a term sheet attached at
Appendix 1 to this Letter (the “Term
Sheet”), which is intended to form the basis of an underwriting agreement
to be entered into by (a) relevant member(s) of the Wider RBS Group on behalf of
RBS, (a) relevant member(s) of the Santander Group on behalf of Santander and,
as relevant, one or more of the State's Acquired Companies (which, for the
avoidance of any doubt, shall be defined in this Letter as per clause 5.1 of the
Deed of Accession and shall include all successors in title from time to time)
(the “Underwriting
Agreement”).

     

    The State hereby
specifically acknowledges and agrees, on behalf of both itself and its Acquired
Companies, that:

     

    
      	
              (A)

            	
              the terms of
      the Term Sheet shall apply with effect from (and not before) the
      Commencement Date (as defined
below);

            


    

     

    
      	
              (B)

            	
              with effect
      from and including the Cutoff Date (as defined below), irrespective of
      whether or not an Underwriting Agreement has been entered into, all of the
      rights and obligations of the Investors pursuant to Schedule 3 - Part 11
      and Clause 2.9 and the Term Sheet shall terminate (and have no further
      effect), and none of the Investors thereafter shall have any further
      rights or obligations of any kind pursuant to Schedule 3 - Part 11 and
      Clause 2.9 and the Term Sheet,

            


    

     

    SAVE and EXCEPT
that if the State gives written notice to the Investors not less than one
calendar month prior to the Cutoff Date (as defined below) that the relevant
parties should enter into an Underwriting Agreement on the basis of the Term
Sheet, then:

     

    
      	
               
      

            	
              (i)

            	
              the
      parties shall negotiate in good faith such Underwriting Agreement on the
      basis of the Term Sheet with the intention of executing the
      Underwriting Agreement within 3 months of such notice (the “Negotiation
      Period”) and if the parties (acting reasonably and in good faith)
      fail to execute the Underwriting Agreement within the Negotiation Period,
      any Investor may, by giving written notice to the Investors, refer the
      matter to an independent Investment Bank of international repute selected
      by unanimous decision of the Investors (and in the event of a failure by
      the Investors to agree, appointed by the Chairman of the International
      Chamber of Commerce from time to time) (a “Qualifying
      Expert") to assist the parties in reaching agreement on the terms
      of the Underwriting Agreement;
and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              if no
      agreement is reached on the terms of the Underwriting Agreement within 3
      months of the appointment of the Qualifying Expert, the Qualifying Expert
      himself will decide on the items that are still outstanding;
      and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              subject
      to (C) below,
      Schedule 3 – Part 11 and Clause 2.9 and the Term Sheet will continue to
      apply; and

            


    

     

    
      
        
        

      

      
        123

        
          

        

      

      
        
        

      

    

     

    
      	
               (C)

            	
              upon the execution of such
      Underwriting Agreement as agreed (at any time) all of the rights and
      obligations of the Investors pursuant to Schedule 3 - Part 11 and Clause
      2.9 and the Term Sheet shall terminate (and have no further effect), and
      thereafter none of the Investors shall have any further rights or
      obligations of any kind pursuant to
      Schedule 3 – Part 11, Clause 2.9 and the Term
      Sheet.

            


    

     

    For
the purposes of this letter:

     

    “Commencement
Date” means
the date upon which the later of the following Restructuring steps are
completed:

     

    
      	
              (a)

            	
              the
      State has acquired (directly or indirectly) ownership of the shares in ABN
      AMRO II N.V. (or such other entity which may own the BU NL business of ABN
      AMRO); and

            


    

     

    
      	
              (b)

            	
              a
      capital repatriation or repatriations are made to Santander of an
      amount equal to (i) the capital in ABN AMRO relating to the S-Shares as
      adjusted for necessary retentions for Santander ́s share of the Retained
      Business1, plus
      (ii) the amounts relating to Santander in RFS Holdings B.V. with respect
      to GALM pursuant to the Deed of Accession2 as adjusted for
      Appendix 6 (GALM and other Treasury Issues) to the Agreed Package dated 28
      September 2009 and for the necessary agreements between the Investors in
      the outstanding discussions in relation to
  taxes.

            


    

     

    
      	
               
      

            	
              "Cutoff
      Date" means the date falling two years after the Commencement
      Date.

            


    

     

    The provisions of Clauses
16 (Confidentiality and Announcements), 19 (Entire Agreement and Non Reliance),
20 (General) and 22 (Governing Law and Arbitration) of the Consortium and
Shareholders Agreement (in each case, for the avoidance of all doubt, as amended
by the terms of the Deed of Accession) shall apply (mutatis
mutandis)
to this letter as if expressly set out herein.

     

    Yours
faithfully,

     

    [●]

     

    The
State of the Netherlands acting
by its duly authorised signatories

     

    Acknowledged
and Agreed:

     

    [●]

     

    The
Royal Bank of Scotland Group PLC acting by its duly authorised
signatories

     

    [●]

     

    Banco
Santander S.A. acting by its duly authorised signatories

     

    [●]

     

    RFS
Holdings B.V. acting by its duly authorised signatories

     

     

    
      

    

    
      
        	
                1

              	
                In accordance with the “Shared
      Assets capital – proposal for discussion” memo from Ms Hofste to the CFOs
      Investors and CFO delegates dated 21 September 2009, amount was equal to
      €8,902 m.

              


      

       

    

    
      
        	
                2

              	
                In accordance with the
      “Unwinding shared assets – GALM DTA effect” memo from Mr de Mik to the Tax
      Working Group and CFO delegates dated 14 September 2009 this was equal to
      an amount of €744m

              


      

       

      
        
          
          

        

        
          124

          
            

          

        

        
          
          

        

      

       

    

    Appendix
1

     

    N shall
have the right but not the obligation to avail itself of the underwriting
commitment described below.

     

    
      	
              Issuer:

            	
              [Aurora]3

            
	
              Listing:

            	
              [Luxembourg Stock
      Exchange / Dublin Stock
      Exchange / London Stock
      Exchange / Euronext
      Amsterdam]

            
	
              Lead
      managers:

            	
              [Aurora]

              The
      Royal Bank of Scotland

              Banco
      Santander

            
	
              Underwriter(s):

            	
              The Royal
      Bank of Scotland 60% of the placement and Banco Santander 40% of the
      placement.

            
	
              Status:

            	
              Subordinated,
      Other
      Tier
      1 (Hybrid)

              Must meet
      debt accounting
      requirements

              Must be tax
      deductible

              Must meet DNB
      / CEBS draft and current requirements Tier 1 treatment at the time of
      issue

            
	
              Currency:

            	
              EUR

            
	
              Amount:

            	
              Up to
      ***

            
	
              Pricing
      Date:

            	
              Settlement
      date  – 2

            
	
              Settlement
      Date:

            	
              No
      later than the Cutoff Date as defined in the letter from the Dutch State relating
      to this termsheet

            
	
              Maturity
      Date:

            	
              Perpetual

            
	
              Call:

            	
              5 years after
      settlement and annually thereafter. Step up in line with the market and
      regulations for Tier 1.

            
	
              Coupon:

            	
              Determined
      by reference to a corresponding benchmark4 publicly
      or privately placed, preference share transaction by Aurora, or a
      publicly or privately placed proportion of this
      transaction.

            
	
              Coupon
      Payments:

            	
              Annual
      based on an
      ACT/ACT basis until 3 October 2019,
      quarterly based on an ACT/365 thereafter

            
	
              Non
      cumulative:

            	
              Non
      cumulative.

              Subject to
      regulatory approval and to ratios below minimum levels agreed with or
      required by regulator

               

            
	
              Voting
      Rights:

            	
              None

            
	
              Coupon
      Deferral / Dividend Pusher

            	
              Coupons must
      be paid in the event that regulatory ratios are above prescribed minimum
      levels (specified in the transaction documentation in line with Aurora’a
      publicly announced target and specified capital
ratios).

            
	
              Coupon
      Payment Dates:

            	
              Quarterly

            
	
              Issue
      / Reoffer Price:

            	
              [tba]

            
	
              Benchmark
      Reference Price:

            	
              [  ]
      %

            
	
              Benchmark
      Reference Yield:

            	
              [  ]

            


    

     

    
      

      
        3
Aurora is a working name given to the legal entity in which the asset and
liabilities of N-share will be demerged. The legal entity name will be
determined prior to legal segregation.

      

        
        ***
Indicates omission of material, which has been separately filed, pursuant to a
request for confidential treatment.

      

        
        4
“Benchmark” will mean a minimum size of €200 – 250m and distribution to be
agreed between the Issuer and the Underwriters (both parties acting
reasonably)

      

       

    

     

    
      
        
        

      

      
        125

        
          

        

      

      
        
        

      

    

     

     

    
      	
              Underwriting
      fees:

            	
              Nil

            
	
              Lead
      Management Fees

            	
              Nil

            
	
              All-in
      Price:

            	
              [tba]

            
	
              Net
      Proceeds

            	
              Up to
      ***

            
	
              Redemption:

            	
              100.00%

            
	
              Transaction
      Expenses:

            	
              For
      the account of the Issuer

            
	
              Business
      Days:

            	
              TARGET,
      Amsterdam

            
	
              Governing
      Law:

            	
              Dutch
      Law

            
	
              Denominations:

            	
              EUR
      1,000, 10,000, 100,000

            
	
              Lock
      up period:

            	
              Transferability
      restricted as follows:

               

              Period
      after

              settlement
      date                                           Maximum
      Transferability

               

              6
      months                                50%

              1
      year                                     75%

              18
      months                               no
      restriction

               

              on
      the amount allotted to each of The
      Royal Bank of Scotland and
      Banco Santander

            
	
              Minimum
      Credit Rating:

            	
              The
      securities will have a minimum rating by Moodys and S&P the same as or
      higher than RBS equivalent debt capital securities.

            
	
              Optional
      redemption date

            	
              Tax
      change and regulatory change, subject to approval of regulator.

            
	
              Optional
      Issuance:

            	
              Aurora is
      under no obligation to issue this
instrument.

            


    

    
***
Indicates omission of material, which has been separately filed, pursuant to a
request for confidential treatment.

     

     

    
      
        
        

      

      
        126

        
          

        

      

      
        
        

      

    

     

    Schedule
11

    Operation
of ID&J India

     

    The purpose of this
Schedule is to document the allocation of the ID&JG business conducted by
RBS NV in India to the State and the intention of the State for such business to
be transferred to ABN AMRO Bank, subject to all regulatory approvals needed to
establish a branch and obtain local licences in India and to complete all such
other arrangements as are necessary (including technical separation) to acquire
the ID&JG business in India from RBS NV. Such requirements for licenses and
arrangements for ABN AMRO Bank to acquire the ID&JG Business in India from
RBS NV being hereinafter referred to as the “Acquisition
Requirements”.

     

    In this Schedule,
“parties” means RBS, the State and the Company. Santander shall have no
obligation arising out of or in respect of this Schedule. However, upon the
reasonable request by RBS and the State, Santander shall take such action is
required to give effect to this Schedule.

     

    Until ABN AMRO Bank
has completed the Acquisition Requirements, the parties have agreed to put in
place arrangements to enable the ID&JG business in India to continue to
operate as part of RBS NV while protecting all commercial, legal and regulatory
interests of ABN AMRO Bank in the ID&JG business in India, subject to the
terms of this Schedule.

     

     

    Definitions
and Interpretation

     

     

    
      	
              1

            	
              Definitions

            


    

     

    
      	
              1.1

            	
              In this
      Schedule, unless the subject or context otherwise requires, words defined
      in the CSA shall have the same meanings when used herein
    and:

            


    

     

    “Business
Head” means the person specified in paragraph 3.1 of this
Schedule;

     

    “Completion”
means the date on which the ID&JG Business is transferred from RBS NV to the
Purchaser in accordance with the CSA;

     

    “CSA”
means the restated Consortium and Shareholders Agreement dated 1 April 2010 (as
supplemented and amended from time to time);

     

    “Expert”
has the meaning given to it in paragraph 12.3 of this Schedule;

     

    “Legal
Separation Date” means the date on which the shares in ABN AMRO Bank are
transferred by AAH to ABN AMRO Group N.V. being an entity directly owned by the
State;

     

    “Ordinary
Course” means the conduct of the ID&JG Business in accordance with
normal day-to-day customs, practices and procedures and consistent with past
practice but subject to compliance with all Regulatory
Requirements;

     

    “ID&JG”
means the international diamond and jewellery business group;

     

    “ID&JG
Business” means the ID&JG business in India which has been allocated
to the State under the CSA and which will remain in the RBS NV branch in India
until Completion;

     

    “ID&JG
Cost Centre” means in relation to the ID&JG Business the cost centre
assigned to the ID&JG Business and recorded in Magnitude consolidation
system;

     

    “Regulatory
Requirements” means all requirements applicable in relation to the
arrangements detailed in this Agreement and activities of ABN AMRO Bank and/or
RBS

     

    
      
        
        

      

      
        127

        
          

        

      

      
        
        

      

    

     

    NV, as the case may
be, arising from any law, enactment, order, regulation, regulatory policy,
guideline or industry code, in any applicable jurisdiction including but not
limited to those of a Regulator in India and in particular but without
limitation the Basel II capital adequacy requirements in relation to Pillar 1,
Pillar 2 and Pillar 3 as outlined by the RBI from time to time; and

     

    “Relevant
Employee” means the employees working exclusively or principally within
the ID&JG Business.

     

    
      	
              2

            	
              CSA
      and Effect of the Schedule

            


    

     

    
      	
              2.1

            	
              If the
      provisions of this Schedule do not specifically provide for or govern any
      matter relating to the management of the ID&JG Business, the parties
      agree to apply the principles set out in the CSA. In the event that this
      Schedule conflicts with any provision of the CSA (other than Part 9 of
      Schedule 1 in relation to Tax matters) this Schedule shall
      prevail.

            


    

     

    
      	
              2.2

            	
              ABN AMRO Bank
      and RBS NV agree that in the event that the CSA is amended (including but
      not limited to any amendment to the operative provisions relating to the
      governance and management of the AAH Group or the provision of information
      and preparation of accounts), and any such amendment has an impact on the
      governance, management or operations of the ID&JG Business within RBS
      NV, they will negotiate, in good faith, an amendment to this Schedule to
      ensure that the principles of the CSA as at the date of this Schedule and
      the specific provisions of this Schedule continue to apply to the
      ID&JG Business until
Completion.

            


    

     

    
      	
              2.3

            	
              In the event
      that either RBS NV or ABN AMRO Bank is required to obtain the approval of
      a Regulator with respect to the arrangements detailed in this Schedule (or
      any part thereof), the parties agree to co-operate and take all reasonable
      measures in good faith to achieve such requisite approval, provided,
      however, that no party shall be bound to take any action that is, in the
      reasonable opinion of a party, likely to breach its Regulatory
      Requirements. Should any Regulator (including but not limited to the
      Reserve Bank of India) require any change to be made to this Schedule or
      the principles expressed herein, the parties shall procure that this
      Schedule is amended in order to reflect such
  requirements.

            


    

     

    
      	
              2.4

            	
              Nothing in
      this Schedule shall be construed as in any way excluding, limiting or
      overriding the Regulatory Requirements or the respective obligations and
      responsibilities of RBS NV or ABN AMRO Bank there
  under.

            


    

     

     

    
      	
              3

            	
              Business
      Head

            


    

     

    
      	
              3.1

            	
              ABN AMRO Bank
      shall designate a Business Head, being Biju Patnaik, or such alternative
      person assigned by ABN AMRO Bank with the agreement of RBS NV, such
      consent not to be unreasonably withheld or delayed. The Business Head
      shall be an employee of RBS NV working within the ID&JG Business. The
      parties agree that if the Business Head is replaced under an agreement
      between the same parties relating to other international diamond and
      jewellery businesses remaining in RBS NV then the Business Head will be
      deemed to be replaced under this
Schedule.

            


    

     

    
      	
              3.2

            	
              Subject to
      paragraph 6 of this Schedule in relation to Tax matters, the parties agree
      that the Business Head shall be responsible for the management and
      oversight of the ID&JG Business from the Legal Separation Date to
      Completion, including but not limited
to:

            


    

     

    
      
        
        

      

      
        128

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (i)

            	
              managing the
      ID&JG Business on a day-to-day
basis;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              developing
      the ID&JG Business plan within the boundaries of the overall strategy
      of ABN AMRO Bank;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              driving
      revenues and growth for the ID&JG Business as well as setting the
      budget for the ID&JG Business and ensuring costs are maintained under
      control;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              approving any
      expenditure (which is to be recharged to the ID&JG Cost
      Centre);

            


    

     

    
      	
               
      

            	
              (v)

            	
              approving any
      credit and/or market risk limits for the ID&JG
    Business;

            


    

     

    
      	
               
      

            	
              (vi)

            	
              approving the
      entry into any contract or agreement exclusively or principally supporting
      the ID&JG Business;

            


    

     

    
      	
               
      

            	
              (vii)

            	
              settling any
      claims, actions, arbitrations, disputes or other proceedings relating to
      the ID&JG Business;

            


    

     

    
      	
               
      

            	
              (viii)

            	
              managing the
      ID&JG Business relationship managers and commercial support
      teams;

            


    

     

    
      	
               
      

            	
              (ix)

            	
              the hiring of
      any new employees or contractors to support the ID&JG
      Business;

            


    

     

    
      	
               
      

            	
              (x)

            	
              the dismissal
      of any Relevant Employee; and

            


    

     

    
      	
               
      

            	
              (xi)

            	
              the setting
      of remuneration or the payment of any bonus for Relevant Employees and/or
      any changes to the terms and conditions of employment of any Relevant
      Employee (including but not limited to benefit
  plans),

            


    

     

    in each case in
accordance with AIM and the Regulatory Requirements of RBS NV.

     

    
      	
              3.3

            	
              Unless
      prohibited by Regulatory Requirements and subject to paragraph 3.5 of this
      Schedule, where the ID&JG Business has its own dedicated control
      functions and services support, including but not limited to risk
      management, finance, compliance, human resources, legal, audit, IT and
      operations (“Functions
      and Services”), the heads of such Functions and Services shall have
      a direct reporting line to the Business Head as well as a functional
      reporting line to the relevant RBS NV line
  management.

            


    

     

    
      	
              3.4

            	
              The Business
      Head shall have a direct reporting line to the Chairman of the RBS NV
      Managing Board, in addition to the in country reporting line to the
      country executive of RBS NV in
India.

            


    

     

    
      	
              3.5

            	
              The general
      risk framework, including the authorities for approving general risk
      limits, for the AAB business (including the ID&JG Business) will be
      reviewed and approved by the relevant risk and control committees of RBS
      NV. The Business Head will be jointly responsible for the risk framework
      for the ID&JG Business. Any decisions taken by the relevant risk and
      control committees of RBS NV impacting the ID&JG Business will also
      need the approval of the Business
Head.

            


    

     

     

    
      	
              4

            	
              Operation
      of the ID&JG Business

            


    

     

    
      	
              4.1

            	
              RBS NV
      undertakes that during the period from the Legal Separation Date to
      Completion, RBS NV shall operate the ID&JG Business in the Ordinary
      Course under the management and direction of the Business Head (save
      insofar as agreed in writing by ABN AMRO Bank, such consent not to be
      unreasonably withheld or delayed).

            


    

     

    
      
        
        

      

      
        129

        
          

        

      

      
        
        

      

    

     

    
      	
              4.2

            	
              RBS NV agrees
      to record all revenues and costs relating to the ID&JG Business
      separately in the ID&JG Cost Centre such that the ID&JG Business
      remains clearly identifiable from RBS NV’s other businesses consistent
      with past practice.

            


    

     

    
      	
              4.3

            	
              RBS NV will
      continue to apply the policies and procedures currently in place as at the
      date of this Schedule, in relation to the operation of the ID&JG
      Business, including but not limited to the ID&JG CAAML policies. In
      the event that RBS NV wishes to change a policy such changes shall, save
      where a change is necessary to comply with Regulatory Requirements, be
      agreed between RBS NV and the Business Head before
      implementation.

            


    

     

    
      	
              4.4

            	
              The parties
      agree that in the event that the ID&JG Business is supported by
      hardware, equipment, software and/or other electronics, computer and
      telecommunications devices and equipment (“System”)
      which have already transferred from RBS NV to ABN AMRO Bank, that (subject
      to obtaining any necessary consents) a transitional service level
      agreement will be entered into between RBS NV and ABN AMRO Bank to ensure
      the continued support by such System to the ID&JG Business. RBS NV
      shall not be liable for any failure by ABN AMRO Bank to provide such
      on-going support. In the event that either RBS NV or ABN AMRO Bank is
      required to obtain the approval of a Regulator with respect to such
      service level arrangements, the parties agree to co-operate and take all
      reasonable measures in good faith to achieve such requisite
      approval.

            


    

     

    
      	
              4.5

            	
              From the
      Legal Separation Date until the Completion, RBS NV shall to the extent
      that it is lawfully able to do so without breaching any Regulatory
      Requirement:

            


    

     

    
      	
               
      

            	
              (i)

            	
              provide ABN
      AMRO Bank with a copy of any internal or external audit reports relating
      to the ID&JG Business;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              notify ABN
      AMRO Bank of any adverse findings relating to the ID&JG Business or
      the functions and services supporting the ID&JG Business highlighted
      during any internal or external audit of the RBS NV branch in India;
      and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              if requested
      by ABN AMRO Bank, conduct, at the cost of ABN AMRO Bank, an internal audit
      of the ID&JG Business and provide the findings of such audit to ABN
      AMRO Bank.

            


    

     

     

    
      	
              5

            	
              Provision
      of Financial Information and
Reporting

            


    

     

    Subject to
paragraph 6 of this Schedule in relation to Tax matters, RBS NV shall supply ABN
AMRO Bank, at the reasonable cost of ABN AMRO Bank, with such information
relating to, and such access to, the ID&JG Business (including, for the
avoidance of doubt, information relating to the capital, liquidity and funding
requirements of the ID&JG Business) as it may reasonably require but not to
the extent that any such sharing of such information is in breach of any
Regulatory Requirement.

     

    Either at or
shortly before Completion, RBS NV undertakes to provide ABN AMRO Bank with the
following systems and materials necessary for ABN AMRO Bank to maintain Basel II
host compliance in India post Completion:

     

    
      	
               
      

            	
              ●

            	
              complete (and
      updated) documentation on Basel II regulations in
  India;

            


    

     

    
      	
               
      

            	
              
                ●

              

            	
              complete set
      of RBI reporting templates with any accompanying explanations provided by
      RBI;

            


    

     

    
      
        
        

      

      
        130

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              
                ●

              

            	
              a copy of the
      Centralized Standardized Solution (CSS) for India host reporting (incl.
      calculator software, defined Business Objects reports, thorough and
      up-to-date technical documentation on the sourcing and the functionality
      of the calculator, and specifications of the Business Objects reports),
      reflecting all the updates in India host reporting regulations up to
      date;

            


    

     

    
      	
               
      

            	
              
                ●

              

            	
              documentation
      reflecting the implementation choices for the host RWA calculation and the
      relation between the regulatory requirements and the implemented
      functionality (if the documentation of the CSS solution does not
      sufficiently reflect them);

            


    

     

    
      	
               
      

            	
              
                ●

              

            	
              a copy of the
      data used during the last run month for India including booking system
      extracts (SAFEGATE/CUID files), log files (specifying enrichments,
      defaulting rules, etc), CSS inbound and outbound data, reference data
      domains and other datasets used for enrichment of CSS input data
      (including but not limited to reference data domains and extracts from
      credit offer approval systems RAPID-IRD) and produced Business Objects
      reports;

            


    

     

    
      	
               
      

            	
              
                ●

              

            	
              local ICAAP
      and/or any other Pillar 2 documentation, if required by and submitted to
      RBI. RBS shall also inform ABN AMRO Bank of the feedback received from RBI
      on local ICAAP and SREP, where such feedback is relevant for ABN AMRO
      Bank;

            


    

     

    
      	
               
      

            	
              
                ●

              

            	
              Information
      relating to any upcoming changes in India Basel II related regulations, of
      which RBS are aware.

            


    

     

    
      	
              6

            	
              Tax
      Matters

            


    

     

    
      	
              6.1

            	
              The parties
      acknowledge that for Indian Tax purposes the ID&JG Business forms part
      of RBS NV’s Indian operations and no separate Tax Returns are required to
      be or can be filed in respect of it. The parties acknowledge that Part 9
      of Schedule 1 to the CSA shall apply for the purpose of allocating Tax
      liabilities of RBS NV to the ID&JG Business. The parties also
      acknowledge that RBS NV or its duly authorised agents shall be responsible
      for preparing, submitting and dealing with all Tax Returns relating to the
      Indian Tax affairs of RBS NV together with all associated Tax Documents
      and correspondence, enquiries disputes, negotiations and settlements in
      relation thereto, and that it shall not be required to act under the
      direction of the Business Head in this regard. The parties acknowledge
      that the Indian Tax affairs of RBS NV shall be dealt with under the
      direction of the Head of Tax of RBS NV and that neither the State nor ABN
      AMRO Bank nor the Business Head shall be entitled to review any such Tax
      Return or related Tax Documents and correspondence, subject to Paragraph
      6.2 below.

            


    

     

    
      	
              6.2

            	
              In the event
      that RBS NV becomes aware of any Tax Audit or other informal request or
      investigation which relates specifically and predominantly to the
      ID&JG Business it shall ensure that the Business Head and the Head of
      Tax of RBS NV are informed and consulted in respect thereof. In respect of
      any such matter, RBS NV shall take such action as may be reasonably
      requested by the Business Head in consultation with the Head of Tax of RBS
      NV to deal with such matter, save that RBS NV shall not be obliged to take
      any action consisting of contesting any matter before a court or tribunal
      which will be heard in public or the judgment in respect of which may be
      published and available to the public otherwise than on an anonymous basis
      unless an opinion is obtained from a leading tax adviser to the effect
      that, in his or her opinion, it is more likely than not that the outcome
      will be successful and (if required by RBS NV) that such action should not
      be materially prejudicial to the business interests or reputation of RBS
      NV, RBS or any other member of

            


    

    
       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	
                 

              	
                the RBS
      Group. Further, if RBS reasonably considers that any action that RBS NV is
      requested to take pursuant hereto could be materially prejudicial to its
      business interests or reputation or those of RBS NV or any other member of
      the RBS Group, it will notify the Business Head of such concern. If the
      Business Head nevertheless wishes RBS NV to proceed with such action, the
      matter shall immediately be referred to the State CFO and RBS CFO, who
      shall have 21 Business Days, or such longer period as unanimously agreed
      by the CFOs, to agree whether such action could be materially prejudicial
      and, if so, whether such action shall be taken, which agreement shall be
      final and binding, save in the case of fraud or manifest error. If no
      agreement can be reached, the procedure in Clause 9 of this Agreement
      shall apply to determine whether such action should be
    taken.

              


      

       

    

    
      	
              6.3

            	
              The parties
      acknowledge that the costs to be debited to the ID& JG Cost Centre
      shall include a contribution of €3,500 per accounting period towards the
      costs of dealing with RBS NV’s Tax Returns and other Tax affairs. In the
      event that the Business Head requests any action to be taken under
      paragraph 6.2 of this Schedule, any associated external costs will also be
      debited to the ID&JG Cost
Centre.

            


    

     

     

    
      	
              7

            	
              Funding
      for ID&JG Business

            


    

     

    ABN AMRO Bank shall
undertake all and any measures necessary to ensure that the ID&JG Business
(including assets, liabilities, contingent liabilities and off balance sheet
items) that remain in RBS NV comply with all internal and regulatory
requirements in respect of capital, liquidity and funding on a segmental basis
(where any internal requirements will be determined in accordance with current
AAH Group practice as amended by migration to Basel II (or other arrangements in
relation to Basel II agreed with the relevant regulator(s)) and shall correct
any breaches thereof within seven days of becoming aware of or having received a
formal notification of any such breach. Such measures shall be taken at the
level of RFS Holdings B.V.

     

     

    
      	
              8

            	
              Liability

            


    

     

    RBS NV will not be
liable for any loss of revenue, profits, business, goodwill or loss of value
relating to the ID&JG Business as a result of its continued operation of the
ID&JG Business in the RBS NV branch in India during the term of this
Schedule, except to the extent such losses arise from fraud, wilful misconduct
or gross negligence of RBS NV but only where such losses are not caused by the
ID&JG Business, any State Acquired Business , any Relevant Employee or any
employee, contractor, officer or agent of any State Acquired Business. ABN AMRO
Bank also agrees that, save in the case of fraud, wilful misconduct or gross
negligence of RBS NV other than fraud or wilful misconduct of the ID&JG
Business, any State Acquired Business, any Relevant Employee or any employee,
contractor, officer or agent of any State Acquired Business, RBS NV will not be
liable for any breach of this Schedule by RBS NV other than any breach of
paragraph 10.1 or paragraph 14 of this Schedule.

     

     

    
      	
              9

            	
              Intellectual
      Property

            


    

     

    All Intellectual
Property rights belonging to a party prior to the signing of this Schedule will
remain vested in that party.

     

    
      
        
        

      

      
        131

        
          

        

      

      
        
        

      

    

     

    
      	
              10

            	
              Non-Solicitation

            


    

     

    
      	
              10.1

            	
              RBS NV agrees
      that during the period of this Schedule and for a period of one year after
      the Completion, it will not, and will ensure that no member of its Group
      knowingly solicit the customers of the ID&JG Business for the purpose
      of offering services which may be considered similar to the services
      offered by ID&JG Business to such
customers.

            


    

     

    
      	
              10.2

            	
              ABN AMRO Bank
      agrees that during the period of this Schedule and for a period of one
      year after Completion, it will not, and will ensure that no member of its
      Group knowingly solicit the customers of the RBS NV branch in India who
      are not customers of the ID&JG Business for the purpose of offering
      services which may be considered similar to the services offered by RBS NV
      to such customers.

            


    

     

    
      	
              10.3

            	
              RBS NV shall
      not at any time during the term of this Schedule, induce or seek to induce
      or entice or seek to entice away from being employed or hired by ABN AMRO
      Bank upon Completion, any Relevant Employee. The placement of an
      advertisement in the public domain and the recruitment of a person through
      an employment agency shall not constitute a breach of this paragraph 10.3
      provided that no member of RBS NV encourages or advises such agency to
      approach any Relevant Employee. Appointments to such role will be on terms
      and conditions of employment as appropriate to that role and that bank and
      terms and conditions will not be protected, and protection of continuity
      of service is at the discretion of RBS
NV.

            


    

     

    
      	
              10.4

            	
              ABN AMRO Bank
      shall not at any time during the term of this Schedule, induce or seek to
      induce or entice or seek to entice away from RBS NV any employee of RBS NV
      (other than a Relevant Employee at Completion). The placement of an
      advertisement in the public domain and the recruitment of a person through
      an employment agency shall not constitute a breach of this paragraph 10.4
      provided that no member of ABN AMRO Bank encourages or advises such agency
      to approach any such employees. Appointments to such role will be on terms
      and conditions of employment as appropriate to that role and that bank and
      terms and conditions will not be protected, and protection of continuity
      of service is at the discretion of ABN AMRO
  Bank.

            


    

     

    
      	
              11

            	
              Term
      and Termination

            


    

     

    Subject to earlier
termination in accordance with its terms this Schedule shall terminate on
Completion.

     

    
      	
              12

            	
              Completion

            


    

     

    Upon fulfilment of
Acquisition Requirements the ID&JG Business will be transferred to ABN AMRO
Bank in accordance with the CSA provisions.

     

    
      	
              13

            	
              Escalation
      and Dispute Resolution

            


    

     

    
      	
              13.1

            	
              In the event
      that there is a dispute in relation to any aspect of, or failure to agree
      any matter arising in relation to the conduct or operation of the
      ID&JG Business between RBS NV and the Business Head with respect to
      cannot be resolved at a local level, the Business Head will escalate the
      matter to the Chairman of the Managing Board of RBS NV. If the Business
      Head and the Chairman

            


    

    
       

      
        
          
          

        

        
          132

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                of the
      Managing Board of RBS NV cannot resolve the matter within ten Business
      Days of the matter being referred to the Chairman of the Managing Board of
      RBS NV, then the Chairman of the Managing Board of RBS NV will attempt to
      resolve the matter informally through discussion with the Chairman of the
      Managing Board of ABN AMRO Bank.

              


      

       

    

    
      	
              13.2

            	
              In the event
      that there is a dispute between RBS NV and ABN AMRO Bank in relation to
      any aspect of, or failure to agree any matter arising in relation to, this
      Schedule or any document agreed or contemplated as being agreed pursuant
      to this Schedule by the parties first attempting to resolve any dispute
      informally through discussion by the following
  individuals:

            


    

     

    
      	
               
      

            	
              (a)

            	
              the Chief
      Administrative Officer of RBS NV on behalf of RBS NV and the Chief
      Executive Officer of the International Diamond & Jewellery Group on
      behalf of ABN AMRO Bank, who will meet to resolve the dispute and if they
      cannot resolve the dispute unanimously within five Business Days of the
      dispute being referred to them
then;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the dispute
      shall promptly be referred to the Chairman of the Managing Board of RBS NV
      and the Chairman of the Managing Board of ABN AMRO
  Bank.

            


    

     

    
      	
              13.3

            	
              Any dispute
      or any matter which is not resolved by agreement between the parties in
      accordance with Clauses 13.1 or 13.2 above, within 10 Business Days of
      such dispute being referred to the Chairman of the Managing Board of RBS
      NV and the Chairman of the Managing Board of ABN AMRO Bank, shall be
      determined in accordance with Clause 9 of the CSA, save that references in
      Clause 9 of the CSA to Independent Accountants shall be read as references
      to a relevant Expert and references to the President of the Institute of
      Chartered Accountants shall be read as references to the President of the
      relevant governing body to which such expert is a
  member.

            


    

     

    For the purpose of
this Schedule “Expert” shall mean a person agreed by RBS NV and ABN AMRO Bank as
a suitably qualified person as they determine appropriate having regard to the
nature of the dispute. Failing such agreement within ten Business Days of the
expiry of the period set out above, the Expert shall be the person nominated on
the application of either RBS NV or ABN AMRO Bank (as the case may be) by the
President for the time being of the Institute of Chartered Accountants in
England and Wales.

     

    
      	
              14

            	
              Confidentiality

            


    

     

    In the event that
RBS NV elects to sell all or any part of its business and assets, RBS NV
undertakes that it will not, without the written consent of ABN AMRO Bank, such
consent not to be unreasonably withheld or delayed, disclose confidential
information relating to the ID&JG Business or ABN AMRO Bank to any potential
buyer notwithstanding that any such potential buyer may have signed a
confidentiality agreement.

     

    
      	
              15

            	
              Notices

            


    

     

    
      	
              15.1

            	
              Any notice or
      other document to be given under this Schedule shall be in writing in
      English and shall be deemed duly given if delivered to the recipient at
      its fax number, email or address set out below or any other fax number,
      email or address notified to the parties for the purposes of this
      Schedule, if left at or sent by (i) airmail or express or other fast
      postal service or (ii) facsimile transmission or other means of
      telecommunication in permanent written form to the following address or
      number:

            


    

     

    
      
        
        

      

      
        133

        
          

        

      

      
        
        

      

    

     

    
      
        	 	
                RBS
      NV

              	 
      
	 	 
      	 
      
	 	
                Address

              	
                Head
      Office

              
	 	
              	
                Gustav
      Mahlerlaan 10

              
	 	
              	
                1082 PP
      Amsterdam

              
	 	 
      	 
      
	 	
                Fax
      No.

              	
                + 31
      206292163

              
	 	 
      	 
      
	 	
                For the
      attention of General Counsel

              
	 	 
      	 
      
	 	
                With a copy
      to:

              
	 	 
      	 
      
	 	
                The Royal
      Bank of Scotland Group plc

              
	 	 
      	 
      
	 	
                Address:

              	
                Cutlers
      Exchange

              
	 	
              	
                123
      Houndsditch

              
	 	
              	
                London EC3A
      7BU

              
	 	
              	
                United
      Kingdom

              
	 	 
      	 
      
	 	
                Fax
      No:

              	
                +44 (0) 20
      7857 9795

              
	 	 
      	 
      
	 	
                For the
      attention of Deputy Director, Group Legal

              
	 	 
      	 
      
	 	
                ABN
      AMRO Bank N.V.

              
	 	 
      	 
      
	 	
                Address

              	
                Gustav
      Maherlaan 10

              
	 	
              	
                1082PP
      Amsterdam

              
	 	
              	
                The
      Netherlands

              
	 	 
      	 
      
	 	
                Fax
      No.

              	
                + 31 20
      3830710

              
	 	 
      	 
      
	 	
                For the
      attention of: General Counsel

              
	 	 
      	 
      
	 	
                With a copy
      to:

              
	 	 
      	 
      
	 	
                Address

              	
                ABN AMRO Bank
      N.V

              
	 	
              	
                International
      Diamonds & Jewellery Group

              
	 	
              	
                Gustav
      Maherlaan 10

              
	 	
              	
                1082PP
      Amsterdam

              
	 	
              	
                The
      Netherlands

              
	 	 	 
	 	
                For the
      attention of: CEO, International Diamonds & Jewellery
      Group

              
	 	 	 
	 	Fax No.	+
      31 20 6290867
	 	 
	 	
                Email: victor.van.de.kwast@nl.abnamro.com

              


      

    

     

    
      	
              15.2

            	
              Any notice
      shall be delivered by hand or sent by fax or by express or other fast
      means of postal service. Any notice shall be deemed to have been received
      on the next working day in the place to which it is sent if sent by fax or
      72 hours from the time of posting if sent by
  post.

            


    

     

    
      	
              16

            	
              Amendments

            


    

     

    This Schedule may
be amended by agreement between RBS NV and ABN AMRO Bank, without the consent of
the Investors provided that any change shall only be effective if made in
writing and signed by or on behalf of each of RBS NV and ABN AMRO
Bank.

     

    
      
        
        

      

      
        134

        
          

        

      

      
        
        

      

    

     

    Schedule
12

    Worked
Example for the purposes of Clause 13

     

    
      	
              Consolidated
      balance sheet (assuming all "divisible" assets/liabilities transferred at
      separation)

            	 


    

     

    
      	 
    	 	 	 	 	 	 	 	 	 	 	 	 	 
    	 	 	 	 	 	 	 	 	 	 	 	 
	
              EUR
      million

            	 	 	R	 	 	
              MoF

            	 	 	 	S	 	 	
              Total

            	 	 
    	 	 	R	 	 	
              MoF

            	 	 	 	S	 	 	
              Total

            	 
	 
    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
    	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Retained
      assets

            	 	 	307	 	 	 	271	 	 	 	224	 	 	 	802	 	
              Retained
      liabilities

            	 	 	205	 	 	 	181	 	 	 	149	 	 	 	535	 
	 
    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Intracompany
      receivable

            	 	 	183	 	 	 	129	 	 	 	106	 	 	 	418	 	
              Tier 1
      (equity)

            	 	 	190	 	 	 	219	 	 	 	139	 	 	 	548	 
	 
    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
              Tier
      2

            	 	 	95	 	 	 	85	 	 	 	70	 	 	 	250	 
	 
    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
              Equity offset
      to tier 2

            	 	 	 	 	 	 	(85	)	 	 	(28	)	 	 	(113	)
	 
    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Total

            	 	 	490	 	 	 	400	 	 	 	330	 	 	 	1,220	 	
              Total

            	 	 	490	 	 	 	400	 	 	 	330	 	 	 	1,220	 
	 
    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


    

    
      	 
    	 	 	 	 	 	 	 	 	 	 	 	 	 
    	 	 	 	 	 	 	 	 	 	 	 	 
	
              Memo:
      overfunding position at
      Separation

            	 	 	 	 	 	 	 	 	 	 	 	 	
              Equity
      injection

            	 	 	190	 	 	 	219	 	 	 	139	 	 	 	548	 
	
              Intracompany
      receivable

            	 	 	 	 	 	 	 	 	129	 	 	 	106	 	 
    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Less:
      'rented' Tier 2

            	 	 	 	 	 	 	 	 	---	 	 	 	(42	)	
              Basel II
      equity tier 1 support

            	 	 	152	 	 	 	134	 	 	 	111	 	 	 	397	 
	
              Adjusted
      intracompany receivable

            	 	 	 	 	 	 	 	 	129	 	 	 	64	 	
              Buffer @
      25%

            	 	 	38	 	 	 	34	 	 	 	28	 	 	 	100	 
	 
    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
              Minimum
      equity required

            	 	 	190	 	 	 	168	 	 	 	139	 	 	 	497	 
	
              Indicative
      annualised P&L:

            	 	
              Base

            	 	 	
              Margin

            	 	 	 	 	 	 	 	 	 	 
    	 	 	25	%	 	 	25	%	 	 	25	%	 	 	25	%
	
              Adjusted
      Intra group depo @ ***

            	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 	
              Rented
      tier 2:

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Rented' tier
      2 @ ***

            	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 	
              Tier 2
      requirement

            	 	 	 	 	 	 	85	 	 	 	70	 	 	 	 	 
	
              Total
      interest credit/(charge)

            	 	 	 	 	 	 	 	 	 	 	***	 	 	 	***	 	
              Less: equity
      buffer

            	 	 	 	 	 	 	(34	)	 	 	(28	)	 	 	 	 
	 
    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
              Less: excess
      equity over buffer

            	 	 	 	 	 	 	(51	)	 	 	---	 	 	 	 	 
	 
    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
              'Rented'
      tier 2 capital

            	 	 	 	 	 	 	---	 	 	 	42	 	 	 	 	 
	 
    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


    

     

    
      	
              Note:
      MoF benefits from offset for qualifying tier 2 capital (USD250 million
      subordinated debt 2023) until exchange offer transfers this out of RBS NV
      when a rental requirement may be
      triggered  

            
	
              ***
      Indicates omission of material, which has been separately filed, pursuant
      to a request for confidential
treatment.

            


    

     

    
      
        
        

      

      
        135

        
          

        

      

      
        
        

      

    

     

     

    In
witness whereof this Agreement has been entered into the day and year
first above written.

     

    
      	
              SIGNED
      by   

              behalf
      of

              THE ROYAL
      BANK OF SCOTLAND 

              GROUP
      PLC

            	on	 
    


    

     

     

    
      	
              SIGNED
      by  

              behalf
      of

              BANCO
      SANTANDER, S.A.

            	on	 
    


    

     

     

    
      	
              SIGNED
      by

              behalf
      of

              THE STATE OF
      THE NETHERLANDS

            	on	 
    


    

     

     

    
      	
              SIGNED by
      

              behalf
      of

              RFS HOLDINGS
      B.V.

            	on