Exhibit 4(a)(xii)


CONFORMED COPY 


THIS AGREEMENT  is
made on 3 November 2009 


Between: 


	
  

 	
  

 
	
 (1)

 	
 LLOYDS BANKING GROUP PLC, a company
 registered in Scotland with number 095000 and whose registered office is at
 Henry Duncan House, 120 George Street, Edinburgh, Scotland EH2 4LH (the Company);

 
	
  

 	
  

 
	
 (2)

 	
 CITIGROUP GLOBAL MARKETS U.K. EQUITY LIMITED,
 a company registered in England and Wales with number 2019774 and whose
 registered office is at Citigroup Centre, Canada Square, Canary Wharf, London
 E14 5LB (Citi);
 

 
	
  

 	
  

 
	
 (3)

 	
 GOLDMAN SACHS INTERNATIONAL, a company
 registered in England and Wales with number 2263951 whose registered office
 is at Peterborough Court, 133 Fleet Street, London EC4A 2BB (GS);

 
	
  

 	
  

 
	
 (4)

 	
 HSBC BANK PLC, a company registered in
 England and Wales with number 14259 whose registered office is at 8 Canada
 Square, London E14 5HQ (HSBC);
 

 
	
  

 	
  

 
	
 (5)

 	
 J.P. MORGAN CAZENOVE LIMITED, a company
 registered in England and Wales with number 4153386 and whose registered
 office is at 20 Moorgate, London EC2R 6DA (JPMC);

 
	
  

 	
  

 
	
 (6)

 	
 J.P. MORGAN SECURITIES LTD., a company
 registered in England and Wales with number 02711006 and whose registered
 office is at 125 London Wall, London EC2Y 5AJ (JPMS); 

 
	
  

 	
  

 
	
 (7)

 	
 MERRILL LYNCH INTERNATIONAL, a company
 registered in England and Wales with number 02312079 and whose registered
 office is at Merrill Lynch Financial Centre, 2 King Edward Street, London
 EC1A 1HQ (Merrill
 Lynch);

 
	
  

 	
  

 
	
 (8)

 	
 UBS LIMITED, a company registered in England
 and Wales with number 2035362 and whose registered office is at 1 Finsbury
 Avenue, London EC2M 2PP (UBS);
 

 
	
  

 	
  

 
	
 (9)

 	
 THE PERSON named in Schedule 8 (the Co-Bookrunner); and
 

 
	
  

 	
  

 
	
 (10)

 	
 EACH OF THE PERSONS named in Schedule 9 (the
 Co-Lead Managers).
 

 



Whereas: 


(A) The
Company proposes, subject, inter alia,
to the passing of the Resolutions, the Share Capital Reorganisation
Resolutions, the HMT Resolution and the Exchange Resolutions, to (a) reorganise
its share capital by subdividing each Existing Ordinary Share into one ordinary
share of 10 pence and one Deferred Share, and (b) offer the New Shares by way
of rights at the Issue Price on the terms and subject to the conditions set out
in the Prospectus and, where applicable, to be set out in the Provisional
Allotment Letter. 


(B) Upon the
Resolutions and the Share Capital Reorganisation Resolutions becoming
effective, which are themselves conditional on the HMT Resolution becoming
effective, the 






Company will
have sufficient authorised but unissued share capital and the Directors will
have authority under section 551 of the Companies Act to allot the New Shares. 


(C) The
Underwriters have agreed, on a several basis, on the terms and subject to the
conditions referred to in this Agreement, to underwrite the Underwritten Shares
in their Proportionate Shares and the Joint Global Co-ordinators may (but are
not obliged to) seek sub-underwriters on the basis of the Prospectus or an
underwriting proof of the Prospectus. 


(D) On the
terms and subject to the conditions set out in the HMT Undertaking, including
that the HMT Resolution becomes effective, HM Treasury has irrevocably
undertaken, inter alia, to take
up its entitlements under the Rights Issue to subscribe for the HMT Shares at
the Issue Price and to vote in favour of the Resolutions, the Share Capital
Reorganisation Resolutions and the Exchange Resolutions. 


(E) Merrill
Lynch and UBS have agreed to act as Joint Sponsors for the purpose of the
Prospectus to be issued in connection with the Rights Issue. 


(F) The
Company will apply for admission of the New Shares to the Official List and for
admission of the New Shares to trading on the London Stock Exchange’s main
market for listed securities. 


Now it is agreed   as follows: 


1. Definitions


1.1 In this
Agreement: 


Acceptance Date
means 11 December 2009, or such later date as the Company and the Joint
Bookrunners may agree in writing; 


Accounts
means the audited consolidated accounts of the Group, excluding the HBOS
Accounts, for the three years ended 31 December 2008 (including, without
limitation, the related directors’ and auditors’ reports, the consolidated
income statement, the balance sheets, the consolidated cashflow statement, the
consolidated statement of total recognised gains and losses, the reconciliation
of movements in shareholders’ funds and all related notes); 


Accounts Date
means 31 December 2008; 


Accredited Investors
means certain employee shareholders of the Company or its subsidiaries in the
United States; 


Admission
means the admission of the New Shares (nil paid and fully paid) to the Official
List becoming effective (and where such admission does not become effective,
references to Admission in this Agreement shall mean the date on which
Admission was proposed to take place) in accordance with the Listing Rules and
the admission of such shares (nil paid and fully paid) to trading on the London
Stock Exchange’s main market for listed securities becoming effective in
accordance with the Admission and Disclosure Standards; 


Admission and
Disclosure Standards means the current Admission
and Disclosure Standards published by the London Stock Exchange; 






Adverse Interest
means any option, lien, mortgage, charge, equity, trust, any other right or
interest of any third party and any other encumbrance of any kind; 


affiliate
has the meaning given in Rule 501(b) of Regulation D or Rule 405 under the
Securities Act, as applicable; 


associate
has the meaning ascribed to it by section 256 of the Companies Act 2006; 


Auditors
means PricewaterhouseCoopers LLP; 


Banks
means each of Citi, GS, HSBC, JPMC, JPMS, Merrill Lynch, UBS and each of the
Co-Lead Managers; 


Board
means the board of directors of the Company or a duly constituted and
authorised committee thereof; 


Business Day
means any day which is not a Saturday, a Sunday or a bank or public holiday in
England and Wales; 


Business IP
means the registered (including applications for registration) and material
unregistered Intellectual Property Rights owned by a Group company; 


Capital Resources
Requirement has the meaning given in the FSA
Rules; 


Circular
means the shareholder circular to be published in connection with the Rights
Issue and the Share Capital Subdivision, including the notice convening the GM;



Citi
means Citigroup Global Markets U.K. Equity Limited; 


Citi Indemnified
Persons means: 


	
  

 	
  

 
	
 (a)

 	
 Citi and any
 subsidiary, branch or affiliate of Citi; 

 
	
  

 	
  

 
	
 (b)

 	
 a person who
 is, on or at any time after the date of this Agreement, a director, officer,
 partner, employee or agent of an undertaking specified in paragraph (a)
 above; and 

 
	
  

 	
  

 
	
 (c)

 	
 Citi’s
 respective selling agents and each person, if any, who controls Citi within
 the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
 Act and Citi’s respective affiliates, subsidiaries, branches, associates and
 holding companies and the subsidiaries, branches, affiliates, associates and
 holding companies and the subsidiaries of such subsidiaries, branches,
 affiliates, associates and holding companies and each of such person’s
 respective directors, officers, employees and agents 

 



and Citi Indemnified Person
shall be construed accordingly; 


Claims
means any and all claims, actions, liabilities, demands, proceedings,
regulatory or governmental investigations, judgements or awards whatsoever (and
in each case whether or not successful, compromised or settled and whether
joint or several) threatened, asserted, 






established or
instituted against or otherwise involving any person and Claim shall be
construed accordingly; 


Co-Bookrunner
means the person whose name and address is set out in Schedule 8; 


Co-Lead Managers
means each of the persons whose name and address is set out in Schedule 9 and Co-Lead Manager shall be construed
accordingly;  


Co-Lead Manager
Indemnified Persons means: 


	
  

 	
  

 
	
 (a)

 	
 each Co-Lead
 Manager and any of their respective subsidiaries, branches or affiliates; 

 
	
  

 	
  

 
	
 (b)

 	
 a person who
 is, on or at any time after the date of this Agreement, a director, officer,
 partner, employee or agent of an undertaking specified in paragraph (a)
 above; and 

 
	
  

 	
  

 
	
 (c)

 	
 each Co-Lead
 Manager’s respective selling agents and each person, if any, who controls a
 Co-Lead Manager within the meaning of Section 15 of the Securities Act or
 Section 20 of the Exchange Act and each Co-Lead Manager’s respective
 affiliates, subsidiaries, branches, associates and holding companies and the
 subsidiaries of such subsidiaries, branches, affiliates, associates and
 holding companies and each of such person’s respective directors, officers,
 employees and agents, 

 



and Co-Lead Manager
Indemnified Person  shall be construed accordingly; 


Commission Decision
means any decision of the European Commission under Article 87 of the EC Treaty
regarding the restructuring plan for the Company submitted pursuant to the
Company’s participation in the Financial Support Measures to the Banking
Industry in the UK approved by the European Commission on 13 October 2008 (Case
N507/2008) and on 22 December 2008 (Case N650/2009) as modified and, if
applicable, regarding the Company’s proposed participation in the UK asset
protection scheme, or any other financial support or investment in the Company
by the government of the UK, or any public announcement or statement by or
attributable to the European Commission or any of its commissioners or staff in
relation to these matters; 


Companies Act
means the Companies Act 1985 or the Companies Act 2006 as the context requires;



Company’s Counsel
means Linklaters LLP; 


CREST
means the relevant system (as defined in the Regulations) in respect of which
Euroclear is the Operator (as defined in the Regulations); 


Dealing Day
means a day on which dealings in domestic equity market securities may take
place on the London Stock Exchange; 


Deferred Shares
means the deferred shares of 15 pence each in the Company resulting, along with
the Ordinary Shares, from the subdivision of the Existing Ordinary Shares
pursuant to the Share Capital Subdivision; 


Directors
means the persons named in the Prospectus as directors of the Company; 






Disclosure Rules
and Transparency Rules
means the Disclosure Rules and Transparency Rules of the FSA made under section
73A of FSMA; 


Engagement Letters
means the JPMC Engagement Letter, the Merrill Lynch Engagement Letter and the
UBS Engagement Letter; 


Euroclear
means Euroclear UK & Ireland Limited; 


Exchange Act
means the US Securities Exchange Act of 1934, as amended; 


Exchange Offer
Memoranda means
the two exchange offer memoranda relating to the Exchange Offer published as at
the date hereof in relation to the first tranche of the liability management
exercise; 


Exchange Offer means an exchange offer or offers to
holders of certain tier 1 and upper tier 2 capital securities issued by certain
Group companies, to exchange such securities for either (a) Ordinary Shares,
(b) new lower tier 2 capital qualifying bonds that automatically convert into
Ordinary Shares in certain prescribed circumstances, (c) cash, or (d) a
combination thereof; 


Exchange Resolutions
means the resolutions set out in the notice of GM contained in the Circular to
authorise the Directors to allot shares of the Company, to authorise the Directors
pursuant to section 571 of the Companies Act to allot Ordinary Shares as if
section 561 of the Companies Act did not apply to any such allotment, to
disapply rights of pre-emption and to repurchase, in connection with the
Exchange Offer, certain preference shares issued by the Company and its
subsidiaries in accordance with section 701 of the Companies Act, within
certain specified parameters; 


Excluded Territories
Shareholders means holders of Existing Ordinary
Shares or holders of Ordinary Shares, as applicable, with registered addresses
in Hong Kong, Japan, Israel, Thailand or the United States (other than to
persons the Company reasonably believes to be QIBs and/or Accredited Investors
who are employees of the Company and who have returned a validly executed
Investor Letter in accordance with the Letter to QIBs or the Letter to
Accredited Investors as applicable) on the Posting Date, the Record Date or
such later date, as the context requires; 


Existing Ordinary
Shares means the issued fully paid ordinary shares
of 25 pence each in the capital of the Company prior to the Share Capital
Subdivision; 


FCPA
has the meaning given to it in paragraph 21.11 of Schedule 3; 


Form of Proxy
means the form of proxy in the agreed form to be sent to holders of Existing
Ordinary Shares for use in connection with the GM; 


FSA
means the Financial Services Authority; 


FSA Rules
means the FSA Handbook of Rules and Guidance as amended from time to time; 


FSMA
means the Financial Services and Markets Act 2000, as amended; 






Fully Paid Rights
means fully paid rights to subscribe for New Shares; 


GM
means the general meeting of the Company convened for the GM Date at which, inter alia, the Resolutions and the Share
Capital Reorganisation Resolutions will be proposed; 


GM Date means 26 November 2009; 


Group
means the Company and its subsidiary undertakings from time to time (and for
the avoidance of doubt, references in this Agreement to the Group, Group
company and members of the Group
include, without limitation, HBOS and the HBOS Group except where otherwise
stated); 


Group company
means any company that is a member of the Group; 


GS
means Goldman Sachs International; 


GS Indemnified
Persons means: 


	
  

 	
  

 
	
 (a)

 	
 GS and any
 subsidiary, branch or affiliate of GS; 

 
	
  

 	
  

 
	
 (b)

 	
 a person who
 is, on or at any time after the date of this Agreement, a director, officer,
 partner, employee or agent of an undertaking specified in paragraph (a)
 above; and 

 
	
  

 	
  

 
	
 (c)

 	
 GS’s
 respective selling agents and each person, if any, who controls GS within the
 meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act
 and GS’s respective affiliates, subsidiaries, branches, associates and
 holding companies and the subsidiaries, branches, affiliates, associates and
 holding companies and the subsidiaries of such subsidiaries, branches,
 affiliates, associates and holding companies and each of such person’s
 respective directors, officers, employees and agents, 

 



and GS Indemnified Person
shall be construed accordingly; 


Heads of Terms
means the document entitled “Term sheet for UK state aid commitments in respect
of LBG” submitted by the Company to Commissioner Kroes on 2 November 2009; 


HBOS
means HBOS plc; 


HBOS Accounts
means the audited consolidated accounts of the HBOS Group for the three years
ended 31 December 2008 (including, without limitation, the related directors’
and auditors’ reports, the consolidated income statement, the consolidated
balance sheet, the consolidated cashflow statement, the consolidated statement
of recognised income and expense and all related notes); 


HBOS Group
means HBOS and its subsidiaries and subsidiary undertakings; 


HM Treasury
means the Commissioners of Her Majesty’s Treasury; 


HMT Resolution
means resolution 4, as set out in the notice of GM contained in the Circular,
regarding certain transactions involving HM Treasury; 






HMT Shares
means the New Shares that are the subject of the HMT Undertaking; 


HMT Transactions
has the meaning given in the Circular; 


HMT Undertaking
means the irrevocable undertaking of HM Treasury, subject to certain terms and
conditions, including that the HMT Resolution becomes effective, to procure
that the Solicitor for the Affairs of Her Majesty’s Treasury (acting as nominee
of HM Treasury) takes up the entitlement to the HMT Shares at the Issue Price
and votes in favour of the Resolutions, the Share Capital Reorganisation
Resolutions and the Exchange Resolutions; 


HSBC
means HSBC Bank plc; 


HSBC Indemnified
Persons means:



	
  

 	
  

 
	
 (a)

 	
 HSBC and any
 subsidiary, branch or affiliate of HSBC; 

 
	
  

 	
  

 
	
 (b)

 	
 a person who
 is, on or at any time after the date of this Agreement, a director, officer,
 partner, employee or agent of an undertaking specified in paragraph (a)
 above; and 

 
	
  

 	
  

 
	
 (c)

 	
 HSBC’s
 respective selling agents and each person, if any, who controls HSBC within
 the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
 Act and HSBC’s respective affiliates, subsidiaries, branches, associates and
 holding companies and the subsidiaries, branches, affiliates, associates and
 holding companies and the subsidiaries of such subsidiaries, branches,
 affiliates, associates and holding companies and each of such person’s
 respective directors, officers, employees and agents 

 



and HSBC Indemnified Person
shall be construed accordingly. 


IFRS
means International Financial Reporting Standards as adopted by the European
Union; 


Indemnified Person
means any and each Citi Indemnified Person, any and each Co-Lead Manager
Indemnified Person, any and each GS Indemnified Person, any and each HSBC Indemnified
Person, any and each JPMC Indemnified Person, any and each JPMS Indemnified
Person, any and each Merrill Lynch Indemnified Person and any and each UBS
Indemnified Person; 


Intellectual
Property Rights means patents, trade marks,
service marks, logos, get-up, trade names, rights in designs, copyright
(including rights in computer software), internet domain names, moral rights,
utility models, rights in know how, rights in databases and other intellectual
property rights, in each case whether registered or unregistered and including
applications for the grant of any such rights and all rights or forms of
protection having equivalent or similar effect anywhere in the world; 


Interim Accounts
means the unaudited financial information relating to the Group for the six
months ended 30 June 2009; 


Investor Letter
means the letters in the forms to be agreed to be executed by all subscribers
for Nil Paid Rights or New Shares in the United States; 






Issue Price
means 15 pence per New Share unless a price per New Share in excess of 15 pence
is determined in accordance with Clause 2.5 in which case it shall mean that
revised price; 


Joint Bookrunners
means Citi, GS, HSBC, JPMC, Merrill Lynch and UBS and Joint Bookrunner
shall mean any one of them; 


Joint Global Co-ordinators
means Citi, Merrill Lynch and UBS and Joint Global Co-ordinator shall mean any one
of them; 


Joint Sponsors
means Merrill Lynch and UBS and Joint Sponsor shall mean either one of them; 


JPMC
means J.P. Morgan Cazenove Limited; 


JPMC Engagement Letter
means the letter dated on or around 2 November 2009 between the Company and
JPMC; 


JPMC Indemnified
Person means any of the following: 


	
  

 	
  

 
	
 (a)

 	
 JPMC,
 Cazenove Group Limited, J.P. Morgan Cazenove Holdings and their respective
 selling agents, branches, affiliates, associates, subsidiaries and subsidiary
 undertakings; 

 
	
  

 	
  

 
	
 (b)

 	
 a person who
 is, on or at any time after the date of this Agreement, a director, officer,
 partner, employee or agent of an undertaking specified in paragraph (a)
 above; and 

 
	
  

 	
  

 
	
 (c)

 	
 JPMC’s
 respective selling agents and each person, if any, who controls JPMC within
 the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
 Act and JPMC’s respective affiliates, subsidiaries, branches, associates and
 holding companies and the subsidiaries, branches, affiliates, associates and
 holding companies and the subsidiaries of such subsidiaries, branches,
 affiliates, associates and holding companies and each of such person’s
 respective directors, officers, employees and agents 

 



and JPMC Indemnified Persons
shall be construed accordingly; 


JPMC’s Group
means Cazenove Group Limited, J.P. Morgan Cazenove Holdings, JPMC and its
subsidiaries and subsidiary undertakings; 


JPMS
means J.P. Morgan Securities Ltd.; 


JPMS Indemnified
Person means any of the following: 


	
  

 	
  

 
	
 (a)

 	
 JPMS,
 JPMorgan Chase & Co. and their respective selling agents, branches,
 affiliates, associates, subsidiaries and subsidiary undertakings other than
 any member of JPMC’s Group; and 

 
	
  

 	
  

 
	
 (b)

 	
 a person who
 is, on or at any time after the date of this Agreement, a director, officer,
 employee or agent of an undertaking specified in sub paragraph (a) above, 

 













	
  

 	
  

 
	
 (c)

 	
 JPMS’s
 respective selling agents and each person, if any, who controls JPMS within
 the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
 Act and JPMS’s respective affiliates, subsidiaries, branches, associates and
 holding companies and the subsidiaries, branches, affiliates, associates and
 holding companies and the subsidiaries of such subsidiaries, branches,
 affiliates, associates and holding companies and each of such person’s
 respective directors, officers, employees and agents 

 



and JPMS Indemnified Persons
shall be construed accordingly; 


KPMG LLP
means KPMG Audit plc of 8 Salisbury Square, London EC4Y 8BB; 


Letter to Accredited
Investors means the cover letter in the form set
out in Schedule 10 provided to certain employee shareholders of the Company or
its subsidiaries in the United States in connection with the Rights Issue; 


Letter to QIBs
means the cover letter, in the form to be agreed, provided to certain
shareholders who are QIBs in the United States in connection with the Rights
Issue; 


Limitation
has the meaning given in Clause 14.8; 


Limited Voting
Shares means limited voting shares of 25 pence
each in the capital of the Company; 


Listing Rules
means the Listing Rules of the FSA made under section 73A of the FSMA; 


London Stock
Exchange means London Stock Exchange Group plc; 


Losses
means any and all loss, damage, cost, liability, demand, charge or expense
(including legal fees), in each case whether joint or several, which any person
may suffer or incur (including, but not limited to all Losses suffered or
incurred in investigating, preparing for or disputing or defending or settling
any Claim and/or in establishing its right to be indemnified pursuant to Clause
14 or to receive a contribution pursuant to Clause 15 and/or in seeking advice
regarding any Claim or in any way related to in connection with the indemnity
contained in Clause 14 or the provisions of Clause 15) and Loss shall be construed accordingly; 


MAC Event
means the occurrence of any of the following events: (i) any material adverse
change, or any development reasonably likely to result in a material adverse
change, in the condition of the financial markets in the United Kingdom, the
United States, any member state of the EEA or the international financial
markets, any outbreak of hostilities or escalation thereof, any act of
terrorism or war or other calamity or crisis or any change or development
involving a prospective change in national or international political,
financial or economic conditions, exchange rates or exchange controls; or (ii)
trading in any securities of the Company being suspended or materially limited
by the London Stock Exchange or the New York Stock Exchange on any exchange or
over the counter market or any development reasonably likely to result in
trading in any securities of the Company being suspended or materially limited
by the London Stock Exchange or the New York Stock Exchange on any exchange or
over the counter market, or trading generally on the American Stock Exchange,
the New York Stock Exchange, the NASDAQ National Market or the London Stock 






Exchange being
suspended or materially limited or any development reasonably likely to result
in trading generally on the American Stock Exchange, the New York Stock
Exchange, the NASDAQ National Market or the London Stock Exchange being
suspended or materially limited, or minimum or maximum prices for trading being
fixed or any development reasonably likely to result in minimum or maximum
prices for trading being fixed, or maximum ranges for prices being required, by
any of such exchanges or by such system or by order of the SEC, the National
Association of Securities Dealers, Inc. or any governmental authority, or a
material disruption occurring in commercial banking or securities settlement or
clearance services in the United States or in the EEA or any development
reasonably likely to result in a material disruption occurring in commercial
banking or securities settlement or clearance services in the United States or
in the EEA; or (iii) a banking moratorium being declared by the United States,
the United Kingdom, a member state of the EEA, or New York authorities; or (iv)
an adverse change or the official announcement by any governmental authority of
a prospective adverse change in United States or United Kingdom taxation
materially affecting the Existing Ordinary Shares or the Ordinary Shares or the
transfer thereof or exchange controls being imposed by the United States, the
United Kingdom or a member state of the EEA; or (v) any adverse Commission
Decision having been publicly announced or publicly communicated; 


Material Adverse
Effect means a material adverse change (whether
individually or in the aggregate) in, or any development reasonably likely to
result in a material adverse change (whether individually or in the aggregate)
in or effect on (including, for the avoidance of doubt, any development
reasonably likely to result in a material adverse change arising as a result of
a Commission Decision having been publicly announced or publicly communicated
subsequent to the publication of the Press Announcement) the condition
(financial, operational, legal or otherwise) or in the earnings, business
affairs, business prospects or financial prospects of any of (i) the Company,
(ii) any member of the Group or (iii) the Group taken as a whole, in any such
case whether or not arising in the ordinary course of business (including,
without limitation, any rating downgrade, notice of prospective downgrade or
any indication by rating agencies that such downgrade will take place); 


Merrill Lynch
Engagement Letter means the letter dated 29
October 2009 between the Company and Merrill Lynch; 


Merrill Lynch
Indemnified Persons means: 


	
  

 	
  

 
	
 (a)

 	
 Merrill
 Lynch and any subsidiary, branch or affiliate of Merrill Lynch; 

 
	
  

 	
  

 
	
 (b)

 	
 a person who
 is, on or at any time after the date of this Agreement, a director, officer,
 partner, employee or agent of an undertaking specified in paragraph (a)
 above; and 

 
	
  

 	
  

 
	
 (c)

 	
 Merrill
 Lynch, its selling agents and each person, if any, who controls Merrill Lynch
 within the meaning of Section 15 of the Securities Act or Section 20 of the
 Exchange Act and Merrill Lynch’s respective affiliates, subsidiaries,
 branches, associates and holding companies and the subsidiaries of such
 subsidiaries, branches, affiliates, associates and holding companies and each
 of such person’s respective directors, officers, employees and agents, 

 



and Merrill Lynch Indemnified Person
shall be construed accordingly; 






Money Laundering
Laws has the meaning given to it in paragraph 21.9
of Schedule 3; 


New Shares
means up to 90,000,000,000 new Ordinary Shares which are to be allotted
pursuant to the Rights Issue as such number may be reduced following a
Re-Pricing; 


Nil Paid Rights
means the New Shares in nil paid form provisionally allotted to Qualifying
Shareholders in connection with the Rights Issue; 


OECD Convention
has the meaning given to it in paragraph 21.11 of Schedule 3; 


Official List
means the Official List of the UK Listing Authority; 


Ordinary
Shareholders means holders of Existing Ordinary
Shares and, following the Share Capital Subdivision coming into effect, holders
of Ordinary Shares; 


Ordinary Shares
means the ordinary shares of 10 pence each in the capital of the Company
resulting, along with the Deferred Shares, from the subdivision and conversion
of the Existing Ordinary Shares pursuant to the Share Capital Subdivision; 


Overall Financial
Adequacy Rule has the meaning given in the FSA
Rules; 


Participating
Security has the meaning given to it in the
Regulations; 


payee
has the meaning given in Clause 17; 


Posting Date
means the date on which the Company publishes the Prospectus; 


Presentation
Materials means any written materials to be used
by the Company in presentations to institutional investors in connection with
the Rights Issue; 


Press Announcement
means the press announcement dated 3 November 2009 giving details of, inter alia, the Rights Issue, the HMT
Transactions and the Share Capital Subdivision, as published through a
Regulatory Information Service; 


Previous
Announcements means all documents issued and
announcements (other than the Press Announcement) made by or on behalf of the
Company or any member of the Group to the public or the press since the
Accounts Date and before the date of this Agreement; 


Profit Forecast
Report means the profit (or loss) forecast report
prepared by the Auditors relating to the forecast loss before tax, before the
recognition of negative goodwill, for the Group for the period ending 31
December 2009 set out in Part XVII of the Prospectus; 


Proportionate Share
means, in relation to each Underwriter, the percentage set against its name in
column 3 of the table at Schedule 6; 


Prospectus
means the prospectus (constituting a prospectus for the purposes of the FSMA,
the Listing Rules and the Prospectus Rules) in the agreed form to be published
by the Company in connection with the Rights Issue; 


Prospectus Rules
means the Prospectus Rules of the FSA made under section 73A of the FSMA; 






Provisional
Allotment Letter means the form of renounceable
provisional allotment letter, in the agreed form, to be issued or made
available by the Company, subject to Clause 4.8, to Qualifying Non-CREST
Holders in connection with the Rights Issue; 


QIBs
or qualified institutional buyers
has the meaning given in Rule 144A promulgated under the Securities Act; 


Qualifying CREST Holders
means Qualifying Shareholders who hold Existing Ordinary Shares and, following
the Share Capital Subdivision coming into effect, Ordinary Shares in
uncertificated form; 


Qualifying LV
Shareholders means holders of Limited Voting
Shares on the register of members of the Company as at the record date set out
in the Prospectus in relation to holders of Limited Voting Shares; 


Qualifying Non-CREST
Holders means Qualifying Shareholders who hold
Existing Ordinary Shares and, following the Share Capital Subdivision coming
into effect, Ordinary Shares in certificated form; 


Qualifying
Shareholders means Ordinary Shareholders on the
register of members of the Company as at the close of business on the Record
Date and Qualifying LV Shareholders; 


Receiving Agent
or Registrar means Equiniti
Limited; 


Record Date
means close of business on 20 November 2009; 


Regulations
means the Uncertificated Securities Regulations 2001 (SI 2001/3755); 


Regulatory
Information Service means any of the services set
out in Appendix 3 to the Listing Rules; 


Relevant Documents
means the Circular, the Prospectus, the underwriting proof of the Prospectus
(in a form initialled, for the purposes of identification only, by Company’s
Counsel and Underwriters’ Counsel), the Re-Pricing Disclosure Document, any
other Supplementary Prospectus, the Provisional Allotment Letters, any
explanatory documents which may accompany the Prospectus and/or Provisional
Allotment Letters and/or Circular, the Form of Proxy, the Letter to QIBs, the
Letter to Accredited Investors, the Investor Letter, the Presentation
Materials, the Press Announcement, the Re-Pricing Press Announcement and any
other documents, announcements or communications issued in connection with the
Rights Issue, the Share Capital Subdivision or the offering of the New Shares, PROVIDED THAT references to a Relevant
Document in Schedule 3 shall be references only to those Relevant Documents
that have been issued, published or provided prior to or at the time at which
the relevant Warranty is given or repeated, as the case may be; 


Relevant Time
means the earlier of (a) the fifth Dealing Day following the Acceptance Date;
(b) the date following the Acceptance Date on which the Underwriters determine
that it is reasonably likely that it will not be possible to place a
significant proportion of the Underwritten Shares not taken up; and (c) the
date following the Acceptance Date on which the Joint Bookrunners determine
that take up pursuant to the Rights Issue has been such that it will not be
necessary to undertake a rump placement; 






Re-Pricing
means an increase in the Issue Price pursuant to and in accordance with Clause
2.5; 


Re-Pricing Date
means 23 November 2009; 


Re-Pricing
Disclosure Document means a supplementary prospectus or pricing statement
published by the Company in relation to a Re-Pricing; 


Re-Pricing
Memorandum means the memorandum, substantially in
the form of the draft contained in Schedule 7, to be signed on the Re-Pricing
Date by the Company and the Banks; 


Re-Pricing Press
Announcement means, if a price per New Share in
excess of 15 pence is determined following a Re-Pricing, the press announcement
in the form to be agreed to be dated the Dealing Day immediately following the
Re-Pricing Date giving details of, inter
alia, the revised Issue Price; 


Resolutions
means the resolutions set out in the notice of GM contained in the Circular to
authorise the Directors to allot shares of the Company and to authorise the
Directors pursuant to section 571 of the Companies Act to allot such number of
Ordinary Shares as equals or exceeds the number of New Shares as if section 561
of the Companies Act did not apply to any such allotment, in each case, so as
to enable the Rights Issue to be implemented provided the Share Capital
Reorganisation Resolutions are passed; 


Rights Issue
means the offer of New Shares to Qualifying Shareholders on the basis set out
in Recital (A); 


Rump Placing
Schedule has the meaning given in Clause 8.6(a); 


Securities Act
means the US Securities Act of 1933, as amended, and the rules promulgated
thereunder; 


Selling Restrictions
means the selling restrictions set out in Schedule 5; 


Senior Manager
means each of Tom Murphy, Alex Pietruska, Andrew Geczy and Ian Smith; 


Settlement Date
means the date for settlement of the Underwriters’ payment obligations pursuant
to Clause 8.6 or, if later, Clauses 9.2 and/or 9.4; 


Share Capital
Reorganisation Resolutions means the resolutions
set out in the notice of GM contained in the Circular relating to the Share
Capital Subdivision; 


Share Capital
Subdivision means the
proposed subdivision and conversion of the Company’s ordinary share capital
described in the Circular and the Prospectus; 


Specified
Circumstance means (a) fraud, wilful misconduct or
dishonest concealment on the part of the Company, any Group company, any
Director or any Senior Manager, or (b) any breach by the Company of its
undertakings in Clauses 11.3, 12.3 or 12.4 of this Agreement at any time prior
to the time of Admission; 






Supplementary
Prospectus means any supplementary prospectus
published by the Company pursuant to section 87G of the FSMA; 


taken up
has the meaning given in paragraph 3 of Schedule 1; 


tax
or taxes means all taxes,
levies, imposts, duties, charges or withholdings of any nature whatsoever, together
with all penalties, charges and interest relating to any of the foregoing and
regardless of whether the person concerned is primarily liable or not,
including (without limitation) corporation tax, advance corporation tax, income
tax, capital gains tax, VAT, duties of customs and excise, national insurance
contributions, capital duty, stamp duty, stamp duty reserve tax, stamp duty
land tax and any other transfer tax or duty, all taxes, duties or charges
replaced by or replacing any of them, and all other taxes on gross or net
income, profits or gains, distributions, receipts, importations, sales, use,
occupation, franchise, value added, and personal property imposed by a tax
authority of any jurisdiction; 


Theoretical
Ex-Rights Price means the theoretical ex-rights
price (ex-dividend if relevant) of the Existing Ordinary Shares calculated by
reference to the volume weighted average price on the London Stock Exchange’s
main market for listed securities of an Existing Ordinary Share on the
Re-Pricing Date; 


Top-up Issues
Underwriting Agreement means the underwriting
agreement dated the date hereof between the Company and the Joint Bookrunners
relating to any top-up issues of securities to be made subsequent to the
Exchange Offer, as more fully detailed in the Prospectus; 


Time of Sale
means a time falling within the period commencing at 7.00 a.m. on the first
Dealing Day following the Acceptance Date and ending on the second Dealing Day
following the Acceptance Date, as is notified to the Company by the Joint
Bookrunners as the time of sale with respect to their endeavours to procure
subscribers for such number of New Shares equivalent to the number of
Underwritten Shares which are not taken up, in accordance with Clause 8.4; 


UBS Engagement
Letter means the letter dated 29 October 2009
between the Company and UBS; 


UBS Indemnified
Persons means: 


	
  

 	
  

 
	
 (a)

 	
 UBS and any
 subsidiary, branch or affiliate of UBS; 

 
	
  

 	
  

 
	
 (b)

 	
 a person who
 is, on or at any time after the date of this Agreement, a director, officer,
 partner, employee or agent of an undertaking specified in paragraph (a)
 above; and 

 
	
  

 	
  

 
	
 (c)

 	
 UBS, its
 selling agents and each person, if any, who controls UBS within the meaning
 of Section 15 of the Securities Act or Section 20 of the Exchange Act and
 UBS’s respective affiliates, subsidiaries, branches, associates and holding
 companies and the subsidiaries of such subsidiaries, branches, affiliates,
 associates and holding companies and each of such person’s respective
 directors, officers, employees and agents, 

 



and UBS Indemnified Person
shall be construed accordingly; 






UK Listing Authority
means the Financial Services Authority acting in its capacity as the competent
authority for the purposes of Part VI of the FSMA and in the exercise of its
functions in respect of the admission of securities to the Official List
otherwise than in accordance with Part VI of the FSMA; 


Underwriters
means the persons whose names are set out in Schedule 6 and Schedule 9, and Underwriter shall
mean any one of them; 


Underwriters’ Counsel
means Freshfields Bruckhaus Deringer LLP; 


Underwritten Shares
means the New Shares other than the HMT Shares; 


United Kingdom
means Great Britain and Northern Ireland; 


United States
means the United States of America, its territories and possessions, any state
of the United States of America and the District of Columbia; 


VAT
means value added tax or any similar sales or turnover tax or levy imposed in
any jurisdiction; 


Verification
Materials means the materials in the agreed form
or form to be agreed, as the case may be, confirming the accuracy of certain
information contained in the Relevant Documents as referred to in Schedule 2; 


Warranties
means the representations, warranties and undertakings set out in Clause 12 and
Schedule 3 and Warranty shall be construed accordingly; 


Working Capital
Report means the cash flow and working capital
report prepared by the Auditors in the agreed form relating to the Group for
the period to 30 June 2011, dated the date of the Prospectus, and supporting
the working capital statements contained in the Prospectus; and 


Working Capital
Letter means the letter from the Auditors to the
Company and the Banks in the agreed form confirming the adequacy of the
Company’s working capital to be dated the date of the Prospectus. 


1.2 In this
Agreement unless the context otherwise requires: 


	
  

 	
  

 
	
 (a)

 	
 a reference
 to certificated or certificated form in relation to a share
 or other security is a reference to a share or other security title to which
 is recorded on the relevant register of the share or other security as being
 held in certificated form; 

 
	
  

 	
  

 
	
 (b)

 	
 a reference
 to uncertificated or uncertificated form in relation to a
 share or other security is a reference to a share or other security title to
 which is recorded on the relevant register of the share or other security as
 being held in uncertificated form, and title to which, by virtue of the
 Regulations, may be transferred by means of CREST; 

 
	
  

 	
  

 
	
 (c)

 	
 words and
 expressions defined in the Companies Act shall bear the same meaning; 

 













	
  

 	
  

 
	
 (d)

 	
 headings are
 for convenience only and shall not affect the construction of this Agreement;
 

 
	
  

 	
  

 
	
 (e)

 	
 any
 reference to an enactment is a reference to it as from time to time amended,
 consolidated or re enacted (with or without modification) (but, in the case
 of any amendment, consolidation or re-enactment effected after the date of
 Admission, only insofar as it applies in relation to a period before
 Admission and provided that no such amendment, consolidation or re-enactment
 shall increase or extend the liability of any party to this Agreement) and
 includes all instruments or orders made under the enactment; 

 
	
  

 	
  

 
	
 (f)

 	
 any
 reference in this Agreement to any document expressed to be in the agreed form or to be agreed means a document in the
 form initialled, for the purpose of identification only, by Company’s Counsel
 and Underwriters’ Counsel or (in the case of documents to be agreed) in such
 form as may be initialled for the purpose of identification only, in due
 course with the agreement of the Company and the Joint Global Co-ordinators,
 in each case subject to any changes which the Company and the Joint Global
 Co-ordinators may agree (such agreement not to be unreasonably withheld or
 delayed); no such initialling shall imply approval of all or any part of its
 contents by or on behalf of the person initialling it or any of the parties
 to this Agreement; 

 
	
  

 	
  

 
	
 (g)

 	
 any
 reference to recitals, clauses and schedules are to recitals, clauses and
 schedules to this Agreement, and references to paragraphs are to paragraphs
 in the schedule in which such references appear, and the schedules to this
 Agreement form part of the Agreement; 

 
	
  

 	
  

 
	
 (h)

 	
 each
 reference in this Agreement to the Joint Sponsors or any of them, or any of
 the Joint Global Co-ordinators, Joint Bookrunners or Underwriters by any
 description or in any capacity includes a reference to it in each other
 capacity in which it may act pursuant to this Agreement or otherwise with the
 agreement of the Company in connection with the Rights Issue or the Share
 Capital Subdivision; 

 
	
  

 	
  

 
	
 (i)

 	
 any
 reference to any of the Banks or to the Underwriters shall be construed so
 that, in so far as they relate to JPMS, such terms shall be construed as
 references to JPMS acting through JPMC so that any communication to be made
 or notice or consent to be given by JPMS for the purposes of such provisions
 shall be communicated or delivered by JPMC at the request of JPMS; and, after
 the Settlement Date, save in respect of Clauses 14 and 15, JPMS shall cease
 to be a Bank and/or Underwriter unless it has subscribed for Underwritten
 Shares not otherwise taken up and for which subscribers are not procured
 under Clause 8.4; and 

 
	
  

 	
  

 
	
 (j)

 	
 any
 reference to the Underwriters and/or the Joint Bookrunners and/or the Joint
 Sponsors and/or the Joint Global Co-ordinators approving or agreeing the form
 of a Relevant Document, shall be a reference to such approval or agreement
 being given solely for the purposes of this Agreement. 

 



1.3 Unless
otherwise stated, references to time are references to London time. 








1.4 The
expressions holding company, subsidiary
undertaking and subsidiary
shall have the meaning in this Agreement as in the Companies Act. 


2. Conditions


2.1 The Banks’
obligations under this Agreement (save for the obligations under Clauses 3.6
and 4.5 and any other obligations which fall due for performance before
Admission) are conditional on: 


	
  

 	
  

 	
  

 
	
 (a)

 	
 publication
 of the Press Announcement through a Regulatory Information Service by no
 later than 7.00 a.m. on the date of this Agreement (or such later time and/or
 date as the Joint Global Co-ordinators may agree in writing); 

 
	
  

 	
  

 	
  

 
	
 (b)

 	
 approval of
 the Prospectus as a prospectus by the UK Listing Authority and the Prospectus
 being filed with the FSA in accordance with the Prospectus Rules and the FSMA
 and made available to the public by no later than 7.00 a.m. on the date of
 this Agreement (or such later time and/or date as the Joint Global
 Co-ordinators may agree in writing); 

 
	
  

 	
  

 	
  

 
	
 (c)

 	
 if a price
 per New Share in excess of 15 pence is determined in accordance with Clause
 2.5, publication of the Re-Pricing Press Announcement through a Regulatory
 Information Service by no later than 7.00 a.m. on the Dealing Day immediately
 following the Re-Pricing Date; 

 
	
  

 	
  

 	
  

 
	
 (d)

 	
 the passing
 of the Resolutions, the Share Reorganisation Resolutions, the HMT Resolution
 and the Exchange Resolutions (in each case, without amendment, save as may be
 made by the Company with the consent of the Joint Global Co-ordinators,
 acting in good faith) at the GM on the GM Date (and not, except with the
 written agreement of the Joint Global Co-ordinators (not to be unreasonably
 withheld or delayed), at any adjournment of such meeting); 

 
	
  

 	
  

 	
  

 
	
 (e)

 	
 the
 Warranties on the part of the Company contained in this Agreement being true
 and accurate in all respects and not misleading in any respect immediately
 prior to the release of the Press Announcement, save to an extent which the
 Joint Global Co-ordinators do not consider, in their sole judgement, acting
 in good faith, to be (singly or in the aggregate) material in the context of
 the Rights Issue or the underwriting of the Underwritten Shares or Admission
 or post-Admission dealings in the Ordinary Shares; 

 
	
  

 	
  

 	
  

 
	
 (f)

 	
 the
 Warranties on the part of the Company contained in this Agreement being true
 and accurate in all respects and not misleading in any respect on and as of
 the date of Admission as if they had been repeated by reference to the facts
 and circumstances then existing: 

 
	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 other than,
 directly or indirectly, as a result of a MAC Event or a Material Adverse
 Effect having occurred subsequent to the publication of the Press
 Announcement; or 

 













	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 other than,
 directly or indirectly, as a result of a Commission Decision having been
 publicly announced or publicly communicated subsequent to the publication of
 the Press Announcement, 

 
	
  

 	
  

 	
  

 
	
  

 	
 PROVIDED
 THAT Clause
 2.1(f)(i) shall not apply in circumstances where the MAC Event or Material
 Adverse Effect occurred as a direct or indirect consequence of a Specified
 Circumstance; or

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 save to an
 extent which the Joint Global Co-ordinators do not consider, in their sole
 judgement, acting in good faith, to be (singly or in the aggregate) material
 in the context of the Rights Issue or the underwriting of the Underwritten
 Shares or Admission or post-Admission dealings in the Ordinary Shares; 

 
	
  

 	
  

 	
  

 
	
 (g)

 	
 the Company
 complying with those of its undertakings under this Agreement which fall to
 be performed on the date of this Agreement and no matter having arisen prior
 to the release of the Press Announcement which might reasonably be expected
 to give rise to a claim under Clause 14, save in any case to an extent which
 the Joint Global Co-ordinators do not consider, in their sole judgement,
 acting in good faith, to be (singly or in the aggregate) material in the
 context of the Rights Issue or the underwriting of the Underwritten Shares or
 Admission or post-Admission dealings in the Ordinary Shares; 

 
	
  

 	
  

 	
  

 
	
 (h)

 	
 the Company
 complying with its undertakings under this Agreement which fall to be
 performed after the date of this Agreement and at all times prior to
 Admission and no matter having arisen subsequent to the release of the Press
 Announcement and prior to the time of Admission which might reasonably be
 expected to give rise to a claim under Clause 14: 

 
	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 other than,
 directly or indirectly, as a result of a MAC Event or a Material Adverse
 Effect having occurred subsequent to the publication of the Press
 Announcement; or 

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 other than,
 directly or indirectly, as a result of a Commission Decision having been
 publicly announced or publicly communicated subsequent to the publication of
 the Press Announcement, 

 
	
  

 	
  

 	
  

 
	
  

 	
 PROVIDED
 THAT Clause
 2.1(h)(i) shall not apply in circumstances where the MAC Event or Material
 Adverse Effect occurred as a direct or indirect consequence of a Specified
 Circumstance; or

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 save to an
 extent which the Joint Global Co-ordinators do not consider, in their sole
 judgement, acting in good faith, to be (singly or in the aggregate) material
 in the context of the Rights Issue or the underwriting of the Underwritten
 Shares or Admission or post-Admission dealings in the Ordinary Shares; 

 













	
  

 	
  

 	
  

 	
  

 
	
 (i)

 	
 no event
 referred to in section 87G(1) of the FSMA arising between the time of
 publication of the Prospectus and Admission and no Supplementary Prospectus
 being published by or on behalf of the Company before Admission: 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 other than
 the publication by the Company of a Re-Pricing Disclosure Document; or 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 other than
 where such event or the publication of the Supplementary Prospectus is: 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (A)

 	
 directly or
 indirectly, as a result of a MAC Event or a Material Adverse Effect having
 occurred subsequent to the publication of the Prospectus; or 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (B)

 	
 directly or
 indirectly, as a result of a Commission Decision having been publicly
 announced or publicly communicated subsequent to the publication of the
 Prospectus, 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 PROVIDED
 THAT Clause
 2.1(i)(ii)(A) shall not apply in circumstances where the MAC Event or
 Material Adverse Effect occurred as a direct or indirect consequence of a
 Specified Circumstance; or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 save to an
 extent which the Joint Global Co-ordinators do not consider, in their sole
 judgement, acting in good faith, to be (singly or in the aggregate) material
 in the context of the Rights Issue or the underwriting of the Underwritten
 Shares or Admission or post-Admission dealings in the Ordinary Shares; 

 
	
  

 	
  

 	
  

 	
  

 
	
 (j)

 	
 the
 fulfilment by the Company of its obligations under Clauses 3.1, 3.3, 4.4,
 4.5, 4.6, 4.7 and 4.9 by the times (if any) specified therein; 

 
	
  

 	
  

 	
  

 	
  

 
	
 (k)

 	
 Admission
 occurring not later than 8.00 a.m. on the first Dealing Day after the GM
 Date, or such later date as the Company and the Joint Bookrunners may agree
 in writing; 

 
	
  

 	
  

 	
  

 	
  

 
	
 (l)

 	
 each
 condition to enable the Nil Paid Rights and the Fully Paid Rights to be
 admitted as a Participating Security in CREST (other than Admission) being
 satisfied on or before the GM Date; 

 
	
  

 	
  

 	
  

 	
  

 
	
 (m)

 	
 the Company
 delivering to Underwriters’ Counsel on the Dealing Day immediately before
 Admission a letter in the form set out in Schedule 4 signed on behalf of the
 Company; and 

 
	
  

 	
  

 	
  

 	
  

 
	
 (n)

 	
 the delivery
 to the Joint Bookrunners, in accordance with Clause 4.4, of the Working
 Capital Report and Working Capital Letter, in each case, in a form
 satisfactory to the Joint Global Co-ordinators (acting in good faith). 

 



2.2 The Joint
Global Co-ordinators may, in their absolute discretion: 









	
  

 	
  

 	
  

 
	
 (a)

 	
 extend the
 time or date for satisfaction of any condition set out in Clause 2.1, in
 which case a reference in this Agreement to the satisfaction of such
 condition shall be to its satisfaction by the time or date as so extended; or
 

 
	
  

 	
  

 	
  

 
	
 (b)

 	
 waive the
 satisfaction of any such condition, other than Clauses 2.1(b), 2.1(d) and
 2.1(k) in whole or in part, by giving written notice to the Company. For the
 avoidance of doubt, the rights of the Joint Global Co-ordinators under this
 Clause 2.2: 

 
	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 may be
 exercised by the Joint Global Co-ordinators, acting jointly, for whatever
 reason or on whatever basis that they consider to be practicable, appropriate
 or advisable to them; and 

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 are
 conferred on the Joint Global Co-ordinators, and may be exercised by the
 Joint Global Co-ordinators, acting jointly, in their respective capacities as
 such, and not in any representative or fiduciary capacity. 

 



2.3 If any
condition set out in Clause 2.1 is not satisfied (or waived by the Joint Global
Co-ordinators in their absolute discretion in accordance with Clause 2.2), or
becomes incapable of being satisfied, by the required time and date therefor
then: 


	
  

 	
  

 
	
 (a)

 	
 the Banks’
 obligations under this Agreement shall cease and determine, without prejudice
 to any liability for any prior breach of this Agreement (including, without
 limitation, breach of any of the representations, warranties and undertakings
 contained herein); and 

 
	
  

 	
  

 
	
 (b)

 	
 the
 Company’s obligations and agreements under Clauses 10, 11, 12, 13, 14, 15, 17
 and 20 to 29 inclusive shall remain in full force and effect and the
 Company’s other obligations under this Agreement shall cease and determine,
 without prejudice to any liability for any prior breach of this Agreement
 (including, without limitation, breach of any of the representations,
 warranties and undertakings contained herein), 

 



provided that,
for the avoidance of doubt, the Banks’ obligations under this Agreement shall
not be capable of termination at any time after Admission and such obligations
shall be deemed to have become unconditional on Admission (but, for the
avoidance of doubt, without prejudice to any of the rights and remedies of the
Banks in respect of any breach by the Company of its obligations under this
Agreement (including without limitation under this Clause 2)). 


2.4 The
Company shall use all reasonable endeavours to procure that each of the
conditions referred to in Clause 2.1 is satisfied within the relevant time. 


2.5 At or
around 5.30 p.m. on the Re-Pricing Date, the Joint Global Co-ordinators will
notify the Company in writing (the Re-Pricing Notification) of the prices which represent
discounts of 42 per cent. and 38 per cent., respectively to the Theoretical
Ex-Rights Price. If either or both of the prices so notified is greater than 15
pence then the Issue Price will be increased from 15 pence per New Share to a
price per New Share determined by the Joint Bookrunners in consultation with
the Company and having taken into account, inter alia, investor feedback
received by them in respect of the Rights Issue, economic, market and other
conditions prevailing at the time, the condition (financial and otherwise) and
prospects of the 






Company and
the Group at the time and the market price of an Existing Ordinary Share prior
to the Re-Pricing Date as derived from the London Stock Exchange Daily Official
List (provided always that it represents a discount of no more than 42 per
cent. and no less than 38 per cent. to the Theoretical Ex-Rights Price and is
not less than 15 pence) and such revised Issue Price will be set out in the
Re-Pricing Notification. For the avoidance of doubt, if neither of the prices
so notified is greater than 15 pence then the Issue Price will remain 15 pence
per New Share. If the Issue Price is increased from 15 pence in accordance with
this Clause 2.5 then the number of New Shares will be reduced such that the
aggregate number of New Shares to be issued under the Rights Issue multiplied
by the revised Issue Price equals £13,500,000,000. Nothing in this Agreement
shall increase in any respect any Bank’s underwriting obligations under Clause
9. The revised Issue Price, together with the number of New Shares which are to
be allotted pursuant to the Rights Issue at the revised Issue Price and certain
other information to be included in the Re-Pricing Press Announcement,
will be set out in the Re-Pricing
Memorandum. If the Issue Price is increased in accordance with this Clause 2.5,
each of the Banks and the Company will execute the Re-Pricing Memorandum. 


3. Application for listing,
admission to
trading and to CREST 


3.1 The
Company undertakes to apply to: 


	
  

 	
  

 
	
 (a)

 	
 the UK
 Listing Authority for admission of the New Shares to the Official List; 

 
	
  

 	
  

 
	
 (b)

 	
 the London
 Stock Exchange for admission to trading of the New Shares on the London Stock
 Exchange’s main market for listed securities; and 

 
	
  

 	
  

 
	
 (c)

 	
 Euroclear
 for admission of the Nil Paid Rights and Fully Paid Rights as a Participating
 Security in CREST. 

 



The Company
shall use all reasonable endeavours to obtain permission (a) for the admission
of the New Shares to the Official List, (b) for admission to trading of the New
Shares on the London Stock Exchange’s main market for listed securities
(subject only to the allotment of the New Shares), and (c) for admission of the
Nil Paid Rights and Fully Paid Rights as a Participating Security in CREST
(subject only to Admission) as soon as practicable and, in any event, prior to
the GM Date. 


3.2 The
Company confirms that it has applied for formal approval of the Prospectus for
the purposes of, and in accordance with, the Listing Rules and the Prospectus
Rules and shall use all reasonable endeavours to obtain such approval and
passporting as soon as practicable and in any event in relation to approval,
before publication of the Prospectus. In addition, if a price per New Share in
excess of 15 pence is determined in accordance with Clause 2.5 and the
Re-Pricing Disclosure Document constitutes a Supplementary Prospectus, the
Company undertakes to apply for formal approval of the Re-Pricing Disclosure
Document for the purposes of, and in accordance with, the Listing Rules and the
Prospectus Rules and shall use all reasonable endeavours to obtain such
approval and passporting as soon as practicable on the Re-Pricing Date and in
any event in relation to approval, before publication of the Re-Pricing
Disclosure Document. 


3.3 The
Company shall supply all information, give all undertakings, execute all
documents, pay all fees and do or procure to be done all things in each case as
may be 






necessary or
required (a) by the UK Listing Authority and the London Stock Exchange for the
purposes of obtaining formal approval of the Prospectus and obtaining Admission
and in order to give effect to the Share Capital Subdivision, and (b) to comply
with the Listing Rules, the Prospectus Rules, the Admission and Disclosure
Standards, the FSMA and the Companies Act, and (c) by Euroclear for the
purposes of obtaining permission for the admission of the Nil Paid Rights and
the Fully Paid Rights as a Participating Security in CREST. 


3.4 The
Company shall notify the Banks immediately of any matter referred to in section
87G(1) of the FSMA which arises between the time that the Prospectus is
formally approved by the UK Listing Authority and 11.00 a.m. on the Acceptance
Date. The Company shall deal with every such matter in accordance with section
87G of the FSMA, the Listing Rules and the Prospectus Rules. 


3.5 The
Company shall procure (to the extent that it lies in its power to do so) to be
communicated or delivered to the Banks all such information and documents
(signed by the appropriate person where so required) as the Banks may
reasonably require to enable them to discharge their obligations hereunder and
pursuant to or in connection with obtaining Admission, the Rights Issue, the
Share Capital Subdivision or as may be required to comply with the requirements
of the FSMA, the FSA or the London Stock Exchange. In particular, if any
Underwriter is required to obtain permission from the FSA and any other
relevant regulator to become a controller of the Company prior to acquiring any
Underwritten Shares pursuant to Clause 9, the Company will use all reasonable
endeavours to assist such Underwriter to obtain such permission. 


3.6 Each Joint
Sponsor shall use its reasonable endeavours to provide to the Company such
assistance as the Company shall reasonably request in connection with the
procedural steps required for the performance of the obligations of the Company
set out in Clauses 2.1(a), 2.1(b), 2.1(c), 2.1(k), 2.1(l) and in Clause 3.1. 


3.7 If, as a
result of its obligations pursuant to this Agreement, any Underwriter prima facie becomes subject to an
obligation to make a mandatory offer for the Company under the City Code, the
Company agrees to support an application to the Panel for a waiver thereof
(other than pursuant to note 7 to Rule 9.1 of the City Code or otherwise). 


4. Approval, release and delivery of
documents


4.1 The
Company confirms to the Banks that a meeting or meetings of the Board or a duly
authorised committee of the Board has been held (and/or, in the case of (f),
(g), (h) and (i) below, undertakes to hold such a meeting) which has (or will
have, as the case may be): 


	
  

 	
  

 
	
 (a)

 	
 authorised
 the Company to enter into and perform its obligations under this Agreement; 

 
	
  

 	
  

 
	
 (b)

 	
 approved the
 form and release of the Press Announcement; 

 
	
  

 	
  

 
	
 (c)

 	
 approved the
 form of the Circular, Prospectus, Form of Proxy and Provisional Allotment
 Letter and authorised and approved the publication of the Circular,
 Prospectus, the Form of Proxy, each of the other Relevant Documents and all
 other 

 













	
  

 	
  

 
	
  

 	
 documents
 connected with the Rights Issue, the Share Capital Subdivision and Admission,
 as appropriate;

 
	
  

 	
  

 
	
 (d)

 	
 approved the
 making of the Rights Issue; 

 
	
  

 	
  

 
	
 (e)

 	
 approved the
 Share Capital Subdivision; 

 
	
  

 	
  

 
	
 (f)

 	
 approved the
 making of the applications for Admission; 

 
	
  

 	
  

 
	
 (g)

 	
 approved the
 making of an application to Euroclear for admission of the Nil Paid Rights
 and the Fully Paid Rights as a Participating Security in CREST; 

 
	
  

 	
  

 
	
 (h)

 	
 authorised
 (or authorise, as the case may be) all necessary steps to be taken by the
 Company in connection with each of the above matters; and 

 
	
  

 	
  

 
	
 (i)

 	
 if a price
 per New Share in excess of 15 pence is determined in accordance with Clause
 2.5, approve the revised Issue Price, the form and release of the Re-Pricing
 Press Announcement, the form and publication of the Re-Pricing Disclosure
 Document and the execution of the Re-Pricing Memorandum. 

 



4.2 The
Company shall procure delivery of the Press Announcement to a Regulatory
Information Service for release by not later than 7.00 a.m. on the date of this
Agreement (or such later time and/or date as the parties may agree) and
authorises the Joint Global Co-ordinators to deliver the Press Announcement
and/or the Prospectus and/or an underwriting proof of the Prospectus to any
potential sub-underwriters of the New Shares. 


4.3 Subject to
the UK Listing Authority having formally approved the Prospectus for the
purpose of the Listing Rules and the Prospectus Rules, the Company shall: 


	
  

 	
  

 
	
 (a)

 	
 make the
 Prospectus available in accordance with paragraph 3.2 of the Prospectus Rules
 and make available to the Banks such number of copies of the Prospectus as
 they may reasonably require; and 

 
	
  

 	
  

 
	
 (b)

 	
 despatch the
 Circular and Form of Proxy to Ordinary Shareholders other than, save as may
 be agreed with the Joint Global Co-ordinators, the Excluded Territories
 Shareholders and publish the Prospectus, 

 
	
  

 	
  

 
	
  

 	
 in each
 case, as soon as practicable and in any event on the date of this Agreement.

 



4.4
Immediately after the execution of this Agreement and, in any event, before the
release of the Press Announcement and before despatching the Circular and
publishing the Prospectus, the Company shall deliver the documents referred to
in Part A of Schedule 2 to the Banks. 


4.5 Subject to
the Company supplying to the Joint Sponsors all relevant information, each
Joint Sponsor shall use its reasonable endeavours to deliver to the UK Listing
Authority the documents listed in paragraphs 1, 2 and 3 of Part B of Schedule 2
and each of the Banks shall use its reasonable endeavours to deliver to the
Company the document referred to in paragraph 4 of Part B of Schedule 2.






4.6 If a price
per New Share in excess of 15 pence is determined in accordance with Clause
2.5, before the release of the Re-Pricing Press Announcement and before
publishing the Re-Pricing Disclosure Document, the Company shall deliver the
documents referred to in Part C of Schedule 2 to the Banks. In addition,
subject to the Company supplying to the Joint Sponsors all relevant
information, to the extent that the Re-Pricing Disclosure Document constitutes
a Supplementary Prospectus, each of the Banks shall use its reasonable
endeavours to deliver to the Company the document referred to in paragraph 4 of
Part B of Schedule 2 but with the consent being in relation to the inclusion in
the Re-Pricing Disclosure Document of their names in the form and context in which
they appear. 


4.7 Before
complying with Clause 4.8, the Company shall deliver the documents referred to
in Part D of Schedule 2 to the Banks. 


4.8 The
Company shall procure that: 


	
  

 	
  

 
	
 (a)

 	
 subject to
 paragraph (c) below, the Provisional Allotment Letters are despatched to
 Qualifying Non-CREST Holders other than Excluded Territories Shareholders or
 their agents or intermediaries, except where the Company and the Joint Global
 Co-ordinators are satisfied that such action would not result in the
 contravention of any registration or other legal requirement in any
 jurisdiction, on the date the Resolutions and the Share Capital
 Reorganisation Resolutions are passed (or such later date as may be agreed
 with the Joint Global Co-ordinators in writing); 

 
	
  

 	
  

 
	
 (b)

 	
 subject to
 paragraph (c) below, the Registrar instructs Euroclear to credit the stock
 accounts in CREST of Qualifying CREST Holders other than Excluded Territories
 Shareholders or their agents or intermediaries, except where the Company and
 the Joint Global Co-ordinators are satisfied that such action would not
 result in the contravention of any registration or other legal requirement in
 any jurisdiction, with their entitlements to Nil Paid Rights so that they are
 credited at 8.00 a.m. on the first Dealing Day after the date the Resolutions
 and the Share Capital Reorganisation Resolutions are passed (or such later
 date as may be agreed with the Joint Global Co-ordinators in writing); and 

 
	
  

 	
  

 
	
 (c)

 	
 except as
 may be agreed with the Joint Global Co-ordinators in writing (where the
 Company and the Joint Global Co-ordinators are satisfied that such action
 would not result in the contravention of any registration or other legal
 requirement in any jurisdiction), neither the Prospectus, any Supplementary
 Prospectus nor the Circular nor any Provisional Allotment Letters are sent to
 Excluded Territories Shareholders (in the case of such shareholders who hold
 their Existing Ordinary Shares in certificated form) who have not given the
 Company an address in the United Kingdom for the service of notices on them;
 nor are the stock accounts of Excluded Territories Shareholders credited with
 Nil Paid Rights (in the case of such shareholders who hold their Existing
 Ordinary Shares in uncertificated form). 

 



4.9 Before
despatching and publishing any Supplementary Prospectus (other than a
Re-Pricing Disclosure Document), the Company shall deliver the documents
referred to in Part E of Schedule 2 to the Banks. 






4.10 On the
Settlement Date, the Company will deliver the documents referred to in Part F
of Schedule 2 to the Banks. 


4.11 No later
than five Dealing Days prior to the GM Date, the Company shall give each Joint
Sponsor an undated letter from the Company to Euroclear confirming that each
condition to enable the Nil Paid Rights and the Fully Paid Rights to be
admitted as a Participating Security in CREST has been satisfied. Immediately
after Admission, each Joint Sponsor shall date the letter and deliver it to
Euroclear. 


4.12 Any
entitlements of Excluded Territories Shareholders who are not able to or do not
take up New Shares provisionally allotted to them shall be treated as having
lapsed and shall be dealt with in accordance with Clause 8.4 (to the extent
relevant). 


4.13 The
Company undertakes to procure that as soon as practicable the relevant
announcements referred to in paragraphs 9.5.5R and 9.6.4R of the Listing Rules
shall be lodged with a Regulatory Information Service as required by such
paragraphs. 


5. Appointments 


5.1 The
Company confirms its appointment of each of Merrill Lynch and UBS as Joint
Sponsors in connection with the proposed Admission of the New Shares. 


5.2 The
Company confirms that the appointment in Clause 5.1 confers on Merrill Lynch
and UBS all powers, authorities and discretions which are necessary for, or
incidental to, the performance of their functions as Joint Sponsors pursuant to
the Rights Issue and in connection with the Share Capital Subdivision. The
Company will ratify and confirm all actions which the Joint Sponsors properly
and lawfully take pursuant to this appointment. 


5.3 The
Company acknowledges and agrees that none of the Banks are responsible for and
have not authorised and will not authorise the contents of the Prospectus and
that the Banks have not been requested to verify, nor are, nor shall be,
responsible for verifying, the accuracy, completeness or fairness of any
information in any of the Relevant Documents (or any supplement or amendment to
any of the foregoing). 


5.4 The
Company consents to each Joint Sponsor disclosing to the FSA at any time before
or after Admission, any information which it in its absolute discretion deems
to relate to the Company and to address non-compliance with the Listing Rules
and/or the Disclosure Rules and Transparency Rules provided that where legally
permitted and reasonably practicable such Joint Sponsor notifies the Company
prior to making, and consults as to the timing and manner of, such disclosure. 


5.5 The
Company irrevocably authorises each of the Banks to give to the Registrars
and/or Euroclear any instructions consistent with this Agreement and/or the
Relevant Documents that it reasonably considers to be necessary for, or
incidental to, the performance of its functions as joint sponsor, joint global
co-ordinator, joint bookrunner, underwriter, co-bookrunner or co-lead manager
(as the case may be). 


5.6 The
Company acknowledges that the Joint Sponsors’ responsibilities as sponsors
pursuant to the Listing Rules are owed solely to the FSA and that agreeing to
act as sponsor does not of itself extend any duties or obligations to any one
else, including the Company. 






5.7 The
Company confirms the appointment of each of the Underwriters as underwriter for
the purposes of co-ordinating and underwriting the Underwritten Shares on the terms and in the manner described
in the Relevant Documents and upon and subject to the terms and conditions set
out in this Agreement. 


5.8 The
Company confirms that the appointments in Clause 5.7 confer on each of the
Underwriters all powers, authorities and discretions which are necessary for,
or incidental to, the performance of its functions as underwriter to the Rights
Issue. The Company will ratify and confirm all actions which an Underwriter
properly and lawfully takes pursuant to this appointment. 


5.9 The
Company confirms the appointment of Citi, GS, HSBC, JPMC, Merrill Lynch and UBS
as joint bookrunners for the purposes of the Rights Issue on the terms and in
the manner described in the Relevant Documents and upon and subject to the
terms and conditions set out in this Agreement. 


5.10 The
Company confirms that the appointment in Clause 5.9 confers on each of the
Joint Bookrunners all powers, authorities and discretions which are necessary
for, or incidental to, the performance of its functions as joint bookrunner to
the Rights Issue (including the appointment of such agents and affiliates as it
deems appropriate). The Company will ratify and confirm all actions which each
of the Joint Bookrunners properly and lawfully takes pursuant to this
appointment. 


5.11 The Company
confirms the appointment of the Co-Bookrunner and the Co-Lead Managers as
co-bookrunner and co-lead managers, respectively, for the purposes of the
Rights Issue on the terms and in the manner described in the Relevant Documents
and upon and subject to the terms and conditions in this Agreement. 


5.12 The
Company confirms that the appointment in Clause 5.11 confers on the
Co-Bookrunner and the Co-Lead Managers all powers, authorities and discretions
which are necessary for, or incidental to, the performance of their functions
as co-bookrunner and co-lead managers to the Rights Issue (including the
appointment of such agents and affiliates as they deem appropriate). The
Company will ratify and confirm all actions which the Co-Bookrunner and each of
the Co-Lead Managers properly and lawfully take pursuant to this appointment. 


5.13 The
Company will provide the Receiving Agent with all necessary authorisations and
information to enable the Receiving Agent to perform its duties in connection
with the Rights Issue and the Share Capital Subdivision. 


6. Allotment 



6.1 Subject
to: 


	
  

 	
  

 
	
 (a)

 	
 the formal
 approval by the UK Listing Authority of the Prospectus by the time and date
 referred to in Clause 2.1(b); 

 
	
  

 	
  

 
	
 (b)

 	
 the UK
 Listing Authority having granted permission for the New Shares (nil paid) to
 be admitted to the Official List and the London Stock Exchange having granted
 permission for the New Shares (nil and fully paid) to be admitted to trading
 on its 

 













	
  

 	
  

 
	
  

 	
 main market
 for listed securities and the admission of the Nil Paid Rights and the Fully
 Paid Rights as a Participating Security in CREST (subject only to the
 allotment of the New Shares); and

 
	
  

 	
  

 
	
 (c)

 	
 the passing
 of the Resolutions, the HMT Resolution and the Share Capital Reorganisation
 Resolutions in accordance with Clause 2.1(d), 

 



the Company
shall provisionally allot the New Shares (nil paid) on the GM Date to all
Qualifying Shareholders (including, for the avoidance of doubt, the Excluded
Territories Shareholders) pursuant to a resolution of the Board. The allotment
of the New Shares shall be made upon the terms and subject to the conditions
set out in the Prospectus and to be set out in the Provisional Allotment Letter
(to the extent that New Shares are to be allotted in certificated form) and on
the basis referred to in Clause 6.4 for acceptance and payment in full by not
later than 11.00 a.m. on the Acceptance Date. New Shares representing the
aggregate of fractions of New Shares shall be provisionally allotted as
directed by the Joint Bookrunners and dealt with in accordance with Clause 7. 


6.2 The
Company may only exercise its right in the Prospectus in relation to Qualifying
CREST Holders to allot and issue the Nil Paid Rights, the Fully Paid Rights or
the New Shares in certificated form if it has first obtained the Joint Global
Co-ordinators’ written consent (such consent not to be unreasonably withheld or
delayed). 


6.3 By not
later than 5.00 p.m. on the day that is two calendar days after the Acceptance
Date, the Company will confirm the provisional allotments of the New Shares
which have been taken up pursuant to a resolution of the Board and cancel the
provisional allotments of the New Shares which have not been taken up. By not
later than the second Dealing Day after the Acceptance Date (or such later date
as the Company and the Joint Global Co-ordinators may agree, acting
reasonably), the Company will allot a number of New Shares equal to the number
of New Shares for which provisional allotments were not taken up in favour of
the persons who, pursuant to Clauses 8.4 and/or 9.1, are to subscribe for such
New Shares, pursuant to a resolution of the Board, save that where any such
allotment of New Shares is in favour of the Underwriters pursuant to Clause
9.1, such allotment shall be provisional and subject to the terms set out in
Clause 9.4. 


6.4 If a
Supplementary Prospectus is issued by the Company two or fewer days prior to
the date specified in the Prospectus as the Acceptance Date (or such later date
as may be agreed between the parties), the parties agree that the Acceptance
Date shall be extended to the date which is three Business Days after the date
of issue of the Supplementary Prospectus and all dates in this Agreement
referable to the Acceptance Date shall also be extended mutatis mutandis. 


6.5 The New
Shares, when issued and fully paid, will rank pari
passu in all respects with the existing issued Ordinary Shares and
will be free from all liens, charges, encumbrances and equitable interests. 


7. Placing of fractional entitlements 



7.1 As soon as
reasonably practicable following the close of business on the GM Date; the
Company shall inform each of the Joint Bookrunners of the number of New Shares






representing
the aggregate of fractional entitlements. As soon as practicable after dealings
in the New Shares commence (nil paid), the Joint Bookrunners shall (acting as
agents for the Company) use their reasonable endeavours to procure that all or
as many as is reasonably practicable of the Nil Paid Rights in respect of such
New Shares are placed through the London Stock Exchange at a premium in excess
of the expenses of placing (including, without limitation, any applicable
brokerage and commissions and any amounts in respect of VAT which are not
recoverable). 


7.2 The Joint
Bookrunners shall, by no later than the third Dealing Day after the GM Date,
inform the Company and the Receiving Agent of the number of New Shares to be
issued pursuant to Clause 7.1 (and specifying the number of such New Shares
requested to be issued in each of certificated form and uncertificated form).
As soon as reasonably practicable after the Joint Bookrunners shall have so
notified the Company and the Receiving Agent: 


	
  

 	
  

 
	
 (a)

 	
 the Company
 shall deliver to the Joint Global Co-ordinators on behalf of themselves and
 the other Joint Bookrunners, or as it shall direct, nil paid split
 Provisional Allotment Letters in respect of those Nil Paid Rights so placed
 which placees have requested to receive in certificated form, in the names
 and denominations required by them; and 

 
	
  

 	
  

 
	
 (b)

 	
 the Company
 shall procure that the Receiving Agent instructs Euroclear to credit the
 stock accounts in CREST (notified by the Underwriters) with the number of Nil
 Paid Rights that they require in respect of those Nil Paid Rights so placed
 which placees have requested to receive in uncertificated form, 

 



and after the
Company has complied with its obligations in Clauses 7.2(a) and 7.2(b), the
Joint Bookrunners shall forthwith account to the Receiving Agent for the net
proceeds of placing of those Nil Paid Rights that have been placed and the
Company shall ensure that the net proceeds of the placing are dealt with in
accordance with Clause 7.3. 


7.3 It shall
be a term of each placing referred to in Clause 7.1 that the proceeds of that
placing shall be paid to the Receiving Agent in accordance with the terms of
the Receiving Agent Agreement. 


7.4 Each Joint
Bookrunner severally agrees to consult regularly with the Company whilst
performing the procedures set out in Clause 7.1 in relation to the status of
its endeavours to procure the placement of the Nil Paid Rights in respect of
the New Shares representing the aggregate of fractional entitlements and to
provide updates as to the identity of the placees procured and the number of
such shares for which placees have been procured on at least a daily basis.
Subject to compliance with the foregoing requirements of this Clause 7.4, the
Joint Bookrunners shall have absolute discretion to procure such placees of Nil
Paid Rights as they think fit and to determine the number of Nil Paid Rights
which each such placee acquires. 


7.5 If the Nil
Paid Rights referred to in Clause 7.1 have not been placed by the time set out
in Clause 8.4, they shall be dealt with in accordance with Clause 8 and Clause
9 (to the extent relevant) as if they were New Shares not taken up. Any net
proceeds of the placing in respect of such Nil Paid Rights receivable by the
Joint Bookrunners pursuant to Clause 8.5






will be paid
to the Receiving Agent and will be treated as if they were net proceeds of the
placing for the purposes of Clause 7.3. 


8. Underwritten Shares not taken up 



8.1 If, by
11.00 a.m. on the Acceptance Date, all the Underwritten Shares shall have been taken up, or are
subsequently deemed to have been taken up pursuant to Schedule 1, the Banks’
obligations under Clauses 8 and 9 shall cease. 


8.2 Whether or
not any Underwritten Share shall
have been taken up shall be determined in accordance with the provisions of
Schedule 1 and the parties agree to give effect to the provisions of Schedule
1. 


8.3 As soon as
practicable after 11.00 a.m. on the Acceptance Date and by not later than 5.00
p.m. on the second calendar day after the Acceptance Date (or such later date
as the Company and the Joint Global Co-ordinators may agree, acting
reasonably), the Company will (or will procure that the Receiving Agent will)
notify the Joint Bookrunners in writing of the number of Underwritten Shares which have not been taken up. 


8.4 The Joint
Global Co-ordinators will severally (each in accordance with their
Proportionate Share) use their reasonable endeavours to procure (as agent for
the Company) subscriber(s) for Underwritten Shares equivalent to the number of
Underwritten Shares which are not
taken up (or, at their discretion, for so many of the Underwritten Shares in respect of which subscribers can be
found) upon the terms (in so far as the same are applicable) of the Prospectus
and the Provisional Allotment Letter as soon as reasonably practicable and in
any event by not later than 4.30 p.m. on the second Dealing Day after the
Acceptance Date if an amount which is not less than the total of the Issue
Price multiplied by the number of such Underwritten Shares for which
subscriber(s) are so procured and the expenses of procurement (including any applicable
brokerage and commissions and amounts in respect of VAT which are not
recoverable) can be obtained. Any subscribers so procured by the Joint Global
Co-ordinators shall subscribe for the Underwritten Shares at the Issue Price and
any amount in excess of the Issue Price shall be paid by the subscriber and
received by the Joint Global Co-ordinators on the basis that the same shall be
applied in meeting the Joint Global Co-ordinators’ expenses of procuring such
acquisition (including any applicable brokerage and commissions and amounts in
respect of VAT which are not recoverable) and that any balance remaining shall
be received as agent for and payable to non-accepting Qualifying Shareholders
in accordance with Clause 8.7. The Joint Global Co-ordinators shall not be
obliged to endeavour to procure such subscriber(s) and may, at any time on or
after the Acceptance Date, cease or decline to endeavour to procure any such
subscriber(s) if, in their opinion, it is unlikely that any such subscriber(s)
can be so procured by such time and on the terms referred to above whereupon
the Joint Global Co-ordinators shall not be under any obligation to endeavour
to procure any such subscriber(s). 


8.5 Each Joint
Global Co-ordinator severally agrees: (i) to comply with the terms of the
Selling Restrictions in seeking to procure subscribers for the purpose of
Clause 8.4; and (ii) to consult regularly with the Company whilst performing
the procedure set out in Clause 8.4 in relation to the status of its endeavours
to procure subscribers for the Underwritten Shares not taken up in accordance
with Schedule 1 and to provide the Company with updates as to the identity of
subscribers for such shares and the number of such shares for which subscribers






have been
procured on at least a daily basis. Subject to compliance with the foregoing
requirements of this Clause 8.5, each Joint Global Co-ordinator shall have
absolute discretion to use its reasonable endeavours to procure such
subscribers in the manner and otherwise as it thinks fit. The Joint Global
Co-ordinators shall, by agreement between themselves, determine the number of
Underwritten Shares which each such subscriber subscribes for. 


8.6 The Joint
Global Co-ordinators shall: 


	
  

 	
  

 	
  

 	
  

 
	
 (a)

 	
 procure that
 a schedule is delivered to the Company (or the Registrar on behalf of the
 Company) by no later than 7.30 p.m. on the second Dealing Day after the
 Acceptance Date following completion of the procedure set out in Clause 8.4
 showing the names of the subscribers procured by the Joint Global
 Co-ordinators pursuant to Clause 8.4 and specifying the number of
 Underwritten Shares to be issued
 in each of certificated form and uncertificated form to such subscribers (the
 Rump Placing Schedule)
 and the Joint Global Co-ordinators will consult with the Company in respect
 of the final version of the Rump Placing Schedule promptly after and, in any
 event within two hours of, its receipt pursuant to this Clause 8.6; and 

 
	
  

 	
  

 	
  

 	
  

 
	
 (b)

 	
 in respect
 of the amounts received by the Joint Global Co-ordinators in accordance with
 Clause 8.4 (and after deduction of the expenses of procuring subscribers,
 including amounts in respect of VAT which are not recoverable), by not later
 than the fifth Dealing Day after the Acceptance Date procure payment to the
 Receiving Agent: 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
  

 	
 of the Issue
 Price in respect of the Underwritten Shares for which subscribers are
 procured pursuant to Clause 8.4; and 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
  

 	
 (on behalf
 of the persons, and in the proportions, referred to in Clause 8.7) of the
 balance, 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 against the
 issue of Underwritten Shares in certificated form in such names and
 denominations as specified by the Joint Global Co-ordinators pursuant to
 Clause 8.6(a) in respect of the Underwritten Shares to be issued in
 certificated form and subject to Euroclear crediting the Underwriters’ (or
 their nominees’) stock accounts in CREST (notified by the Underwriters) with
 the number of Underwritten Shares specified by the Joint Global Co-ordinators
 pursuant to Clause 8.6(a) in respect of the Underwritten Shares to be issued
 in uncertificated form (such Underwritten Shares to be held as nominee for
 the subscribers procured pursuant to Clause 8.4).

 



8.7 The
Company shall procure that the Receiving Agent makes payment of the amount
received by the Receiving Agent pursuant to Clause 8.6(b)(ii) in accordance
with the terms of the Receiving Agent Agreement to the non accepting Qualifying
Shareholders to whom New Shares were provisionally allotted pro rata to their lapsed provisional
entitlements as soon as practicable after receipt (save that individual amounts
of less than £3.00 will not be so paid but will be aggregated and paid to the
Company for the purposes set out in the Prospectus. If the Nil Paid Rights were
in certificated form when they lapsed, such payment shall be made to the person
whose name and address appears on page one of the Provisional Allotment Letter
relating to those Nil Paid Rights. If the Nil Paid Rights were in
uncertificated form






when they
lapsed, such payment shall be made to the person registered as the holder of
those Nil Paid Rights when they were disabled in CREST. 


8.8 In the
absence of any fraud or wilful default by a Joint Global Co-ordinator which has
been finally and judicially determined by a court of competent jurisdiction to
have occurred, that Joint Global Co-ordinator shall not be responsible, whether
to the Company, any Qualifying Shareholder, any other shareholder or otherwise,
for any loss or damage to any person arising from any such transactions as are
mentioned in this Clause 8 or for any insufficiency or alleged insufficiency of
any dealing price at which subscribers for New Shares may be procured by it or
for the timing of any such acquisition or for any determination by that Joint
Global Co-ordinator to cease or decline to endeavour to procure such
subscribers. 


9. Underwriting



9.1 If and to
the extent that the Joint Global Co-ordinators are unable to procure
subscribers in accordance with Clause 8.4, the Underwriters, as underwriters,
shall procure subscribers or, subject to Clause 9.4, themselves subscribe at
the Issue Price for the Underwritten Shares not
otherwise taken up and for which subscribers are not procured under Clause 8.4.
The obligations of the Underwriters in this Clause 9.1 are several (and not
joint or joint and several) and, save as otherwise set out in this Clause 9,
each Underwriter shall be responsible only for its Proportionate Share of the
Underwritten Shares not otherwise
taken up and for the avoidance of doubt, save as provided pursuant to Clause 9.10,
no Underwriter shall have any liability or obligation in respect of any default
by another. 


9.2 Each
Underwriter shall, not later than the close of business on the fifth Dealing
Day after the Acceptance Date, pay, or procure payment of, the Issue Price for
the Underwritten Shares subscribed for by it (subject to Clause 9.4) under
Clause 9.1 (or for which it has procured subscribers) to the Receiving Agent
against credit of fully paid securities representing those Underwritten Shares
to the uncertificated securities account of such Underwriter as notified by it
to the Company and the Receiving Agent. Upon compliance with this Clause 9.2 by
the relevant Underwriter, that Underwriter will be under no further liability
to the Company. 


9.3 Any
subscription for Underwritten Shares under Clause 8.4 or Clause 9.1 will be
made on the terms and conditions and on the basis of the information contained
in the Relevant Documents (except as regards the time and method for acceptance
and payment) so far as they are applicable, subject to the memorandum and
articles of association of the Company and, in the case of any acquisition
under Clause 9.1, on the terms of this Agreement. 


9.4 If the
issue of Underwritten Shares to an Underwriter pursuant to Clause 6.3 of this Agreement
would result in that Underwriter holding a shareholding in the Company in
excess of 4.99 per cent. (or such other percentages as the relevant
Underwriter, acting in good faith, determines and notifies in writing to the
Company from time to time) of the total share capital of the Company on a
fully-diluted basis taking into account the number of shares then held by the
Underwriter (the Relevant
Underwriter), the Relevant Underwriter shall give advance
written notice thereof to the Company no later than the third Dealing Day after
the Acceptance Date and shall specify in such notice whether, as a result of
the obligation to






obtain the
relevant regulatory approval or consent in any jurisdiction where the Company
conducts banking, insurance and/or other regulated operations or as a result of
regulatory prohibitions on holdings above a certain threshold by the Relevant
Underwriter in any of the Group companies (the Regulatory Approvals), the Relevant
Underwriter elects not to take delivery of the Underwritten Shares to the
extent its shareholding in the Company would be in excess of 4.99 per cent. (or
such other percentages as the Relevant Underwriter determines and notifies in
writing to the Company from time to time) (the Excess Shares). Such Excess Shares shall
be provisionally allotted to the Relevant Underwriter. 


If such notice
specifies that the Relevant Underwriter elects not to take delivery of the
Excess Shares, the Relevant Underwriter and the Company shall promptly consult
together and attempt to procure sub-underwriters to subscribe for some or all
of the Excess Shares by the fifth Dealing Day after the Acceptance Date. Should
it not be possible to find sub-underwriters for all Excess Shares, then on the
fifth Dealing Day after the Acceptance Date, the following shall take place: 


	
  

 	
  

 
	
 (a)

 	
 the Relevant
 Underwriter shall take delivery of that number of Underwritten Shares such
 that its shareholding in the Company does not exceed 4.99 per cent. (or such
 other percentage as the Relevant Underwriter, acting in good faith,
 determines and notifies in writing to the Company) of the total share capital
 of the Company on a fully-diluted basis; 

 
	
  

 	
  

 
	
 (b)

 	
 the Relevant
 Underwriter shall pay to the Company the Issue Price for: (i) the
 Underwritten Shares to be taken up by it hereunder (after applying the
 provisions of this Clause 9.4), and (ii) the Excess Shares, by no later than
 close of business on the fifth Dealing Day after the Acceptance Date, and
 such payment in respect of the Excess Shares shall not be refundable except
 as, and only to the extent, provided for in Clause 9.4(f) and, for the
 avoidance of doubt, such refund shall only be made by way of set off as
 therein provided; 

 
	
  

 	
  

 
	
 (c)

 	
 the
 obligation of the Relevant Underwriter to subscribe for the Excess Shares
 under this Agreement shall be extended for a period of up to three months
 after the fifth Dealing Day after the Acceptance Date or, if such period is
 extended as provided under paragraph (h) of this Clause 9.4, until the end of
 the extended period; 

 
	
  

 	
  

 
	
 (d)

 	
 as soon as
 possible after the fifth Dealing Day after the Acceptance Date, the Relevant
 Underwriter shall seek to obtain, with the assistance and cooperation of the
 Company, the relevant Regulatory Approvals; wherever appropriate, the Company
 shall initiate and/or assist in the contacts with the local regulators and
 use its best efforts to ensure that the relevant Regulatory Approvals are
 obtained within three months after the fifth Dealing Day after the Acceptance
 Date; if this three-month period is extended as provided under paragraph (h)
 of this Clause 9.4, the Company shall continue to assist and cooperate with
 the Relevant Underwriter so that all relevant Regulatory Approvals are
 obtained by the end of the extended period; 

 
	
  

 	
  

 
	
 (e)

 	
 to the extent
 that the Relevant Underwriter has not procured subscribers for the Excess
 Shares, when all Regulatory Approvals shall have been obtained in all
 relevant countries, the Relevant Underwriter shall send to the Company a
 notice to announce that an Unconditional Allotment Date shall take place
 within five Business 

 













	
  

 	
  

 
	
  

 	
 Days of such
 notice; on such Unconditional
 Allotment Date, the Company shall unconditionally allot and
 deliver the remaining Excess Shares to the Relevant Underwriter;

 
	
  

 	
  

 
	
 (f)

 	
 if, at any
 time within the period of three months following the fifth Dealing Day after
 the Acceptance Date (or, if such period is extended as provided under
 paragraph (h) hereunder, until the end of the extended period), the Relevant
 Underwriter is able to procure subscribers for all the remaining Excess
 Shares or a number of Excess Shares representing at least 1 per cent. of the
 total share capital of the Company then issued and outstanding, the Relevant
 Underwriter shall send the Company a notice to announce that an Unconditional
 Allotment Date shall take place within five Business Days of such notice; on
 such Unconditional Allotment Date, the provisional allotment in respect of
 the relevant number of Excess Shares in favour of the Relevant Underwriters
 shall lapse and the Company shall unconditionally allot and issue the
 relevant number of Excess Shares to the subscribers nominated by the Relevant
 Underwriter. The Issue Price paid by the subscribers shall be paid by the
 subscribers to the Relevant Underwriter for the account of the Company and
 the Relevant Underwriter may set off the said Issue Price against the
 Company’s obligation to refund to the Relevant Underwriter the Issue Price
 payable under Clause 9.4(b) above on the lapse of the provisional allotment
 as aforesaid; 

 
	
  

 	
  

 
	
 (g)

 	
 if, as a
 result of obtaining Regulatory Approvals in one or several countries or a
 determination by the Relevant Underwriter, the highest shareholding that the
 Relevant Underwriter would be allowed to hold in the Company according to the
 laws applicable in all remaining countries is higher than 4.99 per cent. (or
 such other percentage as the Relevant Underwriter, acting in good faith,
 determines and notifies in writing to the Company from time to time) of the
 total share capital of the Company on a fully-diluted basis and, hence, the
 Relevant Underwriter determines it is able to increase the number of Shares
 it holds in the Company, the Relevant Underwriter shall, to the extent that
 it has not procured subscribers for such Excess Shares, send to the Company a
 notice to announce that an Unconditional Allotment Date shall take place
 within five Business Days of such notice; on such Unconditional Allotment
 Date, the Company shall unconditionally allot and deliver the number of
 Excess Shares such that the number of Shares held by the Relevant Underwriter
 reaches the highest shareholding allowed by applicable law in the countries
 in which Regulatory Approvals remain to be obtained or such other level as
 the Relevant Underwriter determines; 

 
	
  

 	
  

 
	
 (h)

 	
 if, on the
 last day of the three-month period referred to above, all or a number of
 Excess Shares remain to be allotted and issued, the Company shall
 unconditionally allot and issue on such day the remaining Excess Shares to
 the Relevant Underwriter; however, if at that time, the Relevant Underwriter
 determines that any necessary Regulatory Approval remains to be obtained, the
 Relevant Underwriter shall inform the Company by notice at least five
 Business Days prior the end of the three-month period; in such a case, the
 period by which all Excess Shares must be issued to the Relevant Underwriter
 shall be extended by three months, so as to avoid the Relevant Underwriter
 having to subscribe for the Excess Shares in violation of the regulatory
 rules applicable in any of those countries; such extension shall be granted a
 maximum of three times, so that the period by which the Excess Shares shall
 have to be

 













	
  

 	
  

 
	
  

 	
 unconditionally
 allotted and subscribed for by the Relevant Underwriter shall not exceed
 twelve months from the fifth Dealing Day after the Acceptance Date; the
 Company shall use all reasonable endeavours to assist and cooperate with the
 Relevant Underwriter so that the Relevant Underwriter is not required to
 subscribe for the Excess Shares prior to receipt of all necessary Regulatory
 Approvals; and

 
	
  

 	
  

 
	
 (i)

 	
 as long as
 any Excess Shares remain to be unconditionally allotted by the Company to the
 Relevant Underwriter, for the purpose of distributions payable to
 shareholders of the Company and other corporate events in relation to the
 Company, the Company shall pay or distribute such amounts to the Relevant
 Underwriter (or a person nominated by the Relevant Underwriter) as will put
 it in the same position as it would have been had it been a shareholder of
 the Company, taking into account all relevant matters (including tax), had
 there been no delay in the unconditional allotment and/or issue and/or
 delivery of any Excess Shares to the Relevant Underwriter. 

 


9.5 If the Underwriters collectively determine, acting
in good faith, that the maximum percentage shareholding in the Company
specified in Clause 9.4 shall apply to the percentage of Ordinary Shares held
by the Underwriters on an aggregated and not an individual basis then the
provisions of Clause 9.4 shall apply, mutatis
mutandis, to the Underwriters as a group in respect of such
Underwritten Shares as would result in their aggregate holding of Ordinary
Shares in the Company exceeding 4.99 per cent. (or such other percentage as the
Underwriters determine, acting in good faith, and notify in writing to the
Company from time to time) with each Underwriter’s obligations in Clause 9.4 in
respect of Excess Shares being proportionate to its underwriting commitment set
forth in Clause 9.1. The Underwriters shall notify the Company in writing of
any determination made pursuant to this Clause 9.5. 


9.6 Each of
the Joint Global Co-ordinators severally agrees with the Company: 


	
  

 	
  

 
	
 (a)

 	
 it will not
 enter into any agreement in relation to sub-underwriting with any sub-underwriter
 without first having consulted with the Company as to its identity; and 

 
	
  

 	
  

 
	
 (b)

 	
 to use
 reasonable endeavours to procure that the sub-underwriting letters into which
 it enters contain undertakings by the relevant sub-underwriter in a
 substantially similar form to that in Clause 18.8, provided that such letters
 may in addition include exceptions for selling Existing Ordinary Shares or,
 following the Share Capital Subdivision becoming effective, the resulting
 Ordinary Shares, already held by the sub-underwriter at the date of the
 sub-underwriting commitment. 

 



9.7 Provided
that nothing in this Clause 9.7 shall require any Underwriter to make any
enquiries or to take any other action whatsoever to ascertain whether there has
been any such breach by a sub-underwriter, each Underwriter agrees to inform
the Company if it has come its attention that any sub-underwriter who gives
such an undertaking has breached its obligations under the relevant provision
of the sub-underwriting letter, it being understood that no Underwriter shall
have any liability to any person for any such breach or other action or
omission of any such sub-underwriter. 


9.8 In the
event that one of the Underwriters (IT BEING
UNDERSTOOD that for the purposes of this Clause 9.8 and Clauses 9.9,
9.10 and 9.11 only, “Underwriters” means the 






Underwriters
other than the Co-Lead Managers and “non-defaulting Underwriters” shall be
construed accordingly) defaults or, in the reasonable opinion of the Joint
Global Co-ordinators, is likely to default in the performance of its
obligations to subscribe for Underwritten Shares treated as having been not taken up (the Defaulted Shares) on
the Settlement Date as required pursuant to Clause 9.1, then each of the
non-defaulting Underwriters shall be obliged, severally (and not jointly or
jointly and severally), to procure subscribers for (any such procurement being
conducted by JPMC on behalf of JPMS) or to subscribe for themselves the
Defaulted Shares in the proportions that their respective underwriting obligations
bear to the underwriting obligations of all non-defaulting Underwriters,
provided, in each case, that: (i) the number of Defaulted Shares which any
Underwriter subscribes for pursuant to this Clause 9.7 shall not exceed 10 per
cent. of the Underwritten Shares; and (ii) if the number of Defaulted Shares
which any Underwriter subscribes for pursuant to this Clause 9.7 is such that
they would fall within the definition of Excess Shares, then the acquisition of
such Defaulted Shares shall be subject to Clause 9.4. 


9.9 No actions
taken by any party pursuant to Clause 9.7 shall relieve any defaulting
Underwriter from liability in respect of its default. 


9.10 In the
event of a default in the circumstances described in Clause 9.7, any of the
Joint Global Coordinators, the Joint Bookrunners and the Company shall have the
right (without obligation) to postpone the Settlement Date for a period not
exceeding seven Business Days in order to effect any required changes in the
Prospectus or in any other documents or arrangements. 


9.11 In the
event that two or more Underwriters default in the performance of their
obligations to subscribe for the New Shares treated as having been not taken
up, pursuant to Clause 9.1, the provisions of Clauses 9.7, 9.9 and 9.10 shall
not apply. 


10. Commissions and expenses 



10.1 Subject
to the Banks’ obligations under this Agreement having become unconditional and
to this Agreement not having been terminated, the Company shall pay to the
Joint Bookrunners and the Co-Lead Managers in consideration for their services
under this Agreement an aggregate base fee (the Base Fee) of 2.25 per cent. of the Issue
Price multiplied by the aggregate number of Underwritten Shares, payable to the
Joint Bookrunners and the Co-Lead Managers in their Proportionate Shares (and,
in the case of JPMC, in JPMS’s Proportionate Share). The Base Fee shall be paid
by the Company together with an additional amount in respect of any applicable
VAT in accordance with Clause 10.6 (such VAT to be paid by the Company within
10 Business Days after the issue by any Joint Bookrunner or Co-Lead Manager of
a valid VAT invoice). 


10.2 In
addition to the fees described in Clause 10.1 above, the Company may, in its
sole discretion (as to payment and allocation), pay to the Joint Bookrunners a
discretionary fee equal to 0.2 per cent. of the Issue Price multiplied by the
aggregate number of Underwritten Shares. Such discretionary fee shall be
payable together with an additional amount in respect of any applicable VAT in
accordance with Clause 10.6 (such VAT to be paid by the Company within 10
Business Days after the issue by any Joint Bookrunner of a valid VAT invoice). 






10.3 The
Company shall pay the fees payable to the Joint Bookrunners and the Co-Lead
Managers by not later than the fifth Dealing Day following the Acceptance Date.
Without prejudice to their right to receive payment directly from the Company
pursuant to this Clause 10.4, the Joint Bookrunners and the Co-Lead Managers
shall be entitled and are authorised to deduct some or all of such fees and any
other fee and any expense which the Company has agreed to pay the Joint
Bookrunners and the Co-Lead Managers from any amount otherwise payable by the
Joint Bookrunners and the Co-Lead Managers to the Company under this Agreement.



10.4 Out of
the commissions referred to in this Clause 10, the Joint Global Co-ordinators
shall pay (together with VAT where applicable) all sub-underwriting commissions
payable to such persons (if any) as the Joint Global Co-ordinators may procure
to subscribe for Underwritten Shares. 


10.5 In
addition to the fees and commissions referred to in Clauses 10.1, 10.2 and
10.3, the Company shall pay (whether or not the Banks’ obligations under this
Agreement become unconditional) all costs and expenses of, or in connection
with, the Rights Issue, the Share Capital Subdivision, the GM, the allotment
and issue of the New Shares and this Agreement. This shall include (but shall
not be limited to) the UK Listing Authority and the London Stock Exchange listing
and trading fees, other regulatory fees and expenses, printing and advertising
costs, postage, the Receiving Agent’s charges, its own and the Banks’ properly
incurred legal and other out of pocket expenses, all accountancy and other
professional fees, properly incurred public relations fees and expenses and all
stamp duty and stamp duty reserve tax (if any) and other duties and taxes
(other than corporation tax incurred by any of the Joint Bookrunners on the
commissions payable to them under this Clause 10) (each a Transfer Tax) in
connection with the Rights Issue or the Share Capital Subdivision and the
Company shall indemnify and hold harmless each Indemnified Person against any
such Transfer Tax, provided that the Company shall not be liable for any Transfer
Tax arising as a result of any subsequent sales or transfers of, or agreements
to transfer, the Underwritten Shares by any Underwriter following the
acquisition by such Underwriter under Clause 9, (provided that such exclusion
shall not limit the liability of the Company with respect to Transfer Tax (if
any) arising in connection with the placing of Excess Shares by the Joint
Bookrunners or the placing of Excess Shares to the subscribers nominated by the
Underwriters, in each case pursuant to Clause 9) or any subscriber of New
Shares and shall not be responsible for any charges of CREST payable by users
other than the Company. The Company shall immediately on request pay or
reimburse the Banks the amount of any expenses which are to be borne by the Company
and which the Banks (or any subscriber of New Shares) have paid. 


The Company
shall have no liability under this Clause 10.5 in respect of any stamp duty
reserve tax arising pursuant to sections 67, 70, 93 or 96 of the Finance Act
1986. 


10.6 Where,
pursuant to this Agreement, a sum is paid or reimbursed to a Bank or an
Indemnified Person, the Company shall also pay to that Bank or Indemnified
Person in respect of VAT: 


	
  

 	
  

 
	
 (a)

 	
 where the
 payment or reimbursement constitutes the consideration or part of it for any
 supply of services by that Bank to the Company, such amount as equals any VAT
 properly payable thereon and on such irrecoverable VAT, if any, as is
 referred to in (b) below; 

 













	
  

 	
  

 
	
 (b)

 	
 (except
 where (c) below applies) such amount as equals any VAT charged to that Bank
 in respect of any cost, charge or expense which gives rise to or is reflected
 in the payment or reimbursement and which that Bank certifies is not
 recoverable by it, or the representative member of the VAT group which it is
 a member of, by repayment or credit, that certificate to be conclusive save
 in the case of manifest error; and 

 
	
  

 	
  

 
	
 (c)

 	
 on any
 payment or reimbursement in respect of or indemnification for costs, charges
 or expenses incurred by that Bank as agent for the Company and except where
 section 47(2A) or section 47(3) of the Value Added Tax Act 1994 applies, such
 amount as equals the amount included in the costs, charges or expenses in
 respect of VAT, provided that in such a case the Bank will use reasonable
 endeavours to procure that the actual supplier of the goods or services which
 the Bank received as agent issues its own VAT invoice directly to the
 Company. 

 



11. Restrictions on actions and announcements


11.1 Without
the Joint Global Co-ordinators’ prior written consent (such consent not to be
unreasonably withheld or delayed), the Company undertakes that it will not (and
the Company will use all reasonable endeavours to procure that no member of the
Group will) at any time prior to the date which is 60 Dealing Days after, as
appropriate, the Acceptance Date or the date that the Banks’ obligations under
this Agreement cease in accordance with Clause 2.3 or Clause 16.1: 


	
  

 	
  

 
	
 (a)

 	
 enter into
 any commitment or agreement, or put itself in a position where it is obliged
 to announce that any commitment or agreement may be entered into, which is or
 is reasonably likely to be material in the context of the Rights Issue or the
 underwriting of the Underwritten Shares or
 Admission or post-Admission dealings in the Ordinary Shares, save in each
 case for any commitment or agreement referred to in or contemplated by the
 Press Announcement or the Prospectus or the Exchange Offer Memoranda; or 

 
	
  

 	
  

 
	
 (b)

 	
 allot, issue
 (or contract to allot or issue) or grant any rights in respect of any shares
 or other securities of the Company or of a Group Company, except for (i) the
 issue by the Company of the New Shares or other subordinated or contingent
 capital securities referred to in or contemplated by the Press Announcement,
 the Prospectus or the Exchange Offer Memoranda, (ii) the issue by the Company
 (or any Group Company) of any Existing Ordinary Shares or Ordinary Shares
 upon the exercise of an option or warrant or the conversion of a security
 outstanding on the date of this Agreement and disclosed in the Press
 Announcement, the Prospectus or the Exchange Offer Memoranda, (iii) the grant
 of options or rights under, and the allotment and issue of Existing Ordinary
 Shares or Ordinary Shares pursuant to options or grants granted under, the
 Company’s existing share schemes, in each case in accordance with normal
 practice, (iv) any other issue of Existing Ordinary Shares or Ordinary Shares
 pursuant to an obligation entered into prior to the date hereof and disclosed
 in the Prospectus, (v) any intra-group issues between wholly-owned
 subsidiaries, (vi) any issues required by relevant regulatory authorities,
 (vii) any issue to holders of Limited Voting Shares of: (A) Limited Voting
 Shares in respect of the Company’s capitalisation issue of May 2009; and (B)
 Ordinary Shares in respect of the 

 













	
  

 	
  

 
	
  

 	
 Company’s
 placing and open offer of November 2008 and compensatory open offer of May
 2009, or (viii) the issue by the Company or any Group company of such
 instruments constituting core tier 1, tier 1, lower tier 2 or upper tier 2
 capital as are expressly referred to in the Press Announcement, the
 Prospectus or the Exchange Offer Memoranda or the issue by the Company of any
 Existing Ordinary Shares or Ordinary Shares upon the conversion of such
 securities; or

 
	
  

 	
  

 
	
 (c)

 	
 circulate,
 distribute, publish, issue or make (nor authorise any other person to
 circulate, distribute, publish, issue or make) any press or other public
 announcement or any advertisement, statement or public communication
 concerning the Company and its subsidiary undertakings which is or is
 reasonably likely to be material in the context of the Rights Issue or the
 underwriting of the Underwritten Shares or
 Admission or post-Admission dealings in the Ordinary Shares (other than (i)
 an announcement, advertisement, statement or communication required by law or
 any regulatory body (provided that in that event (1) the Company will
 consult, to the extent practicable, with the Joint Global Co-ordinators
 before making any such release; and (2) will obtain the prior consent of any
 Joint Bookrunner or Underwriter whose name is included in the announcement,
 advertisement, statement or public communication in question for such
 inclusion); and (ii) in respect of any public announcement, advertisement,
 statement or public communication in connection with any matter arising in
 the ordinary course of business of the Group that is not material in the
 context of the Rights Issue or the underwriting of the Underwritten Shares or
 Admission or post-Admission dealings in the Ordinary Shares, but subject
 always to Clause 11.2). 

 



11.2 The
Company undertakes that it will not at any time during the period ending on the
date that is 60 Dealing Days following the Acceptance Date make any public
announcement, advertisement, statement or communication as is referred to in
Clause 11.1 or relating to any matters, events or circumstances which may be
necessary to be made known to the public in order to enable the shareholders of
the Company and the public to appraise the position of the Company or to avoid
the establishment of a false market in its securities, either individually or
jointly with any other person (including, without limitation, any matter
whatsoever which would require notification by the Company to a Regulatory
Information Service in accordance with the provisions of the Listing Rules),
without first, where reasonably practicable (a) notifying the Joint Global
Co-ordinators as to the content, form and manner of publication of such
announcement, advertisement, statement or communication, (b) making available
drafts of any such announcement, advertisement, statement or communication to
the Joint Global Co-ordinators in sufficient time prior to its publication to
allow the Joint Global Co-ordinators an opportunity to consider and comment on
the same, and (c) consulting with the Joint Global Co-ordinators as to the
content, form and manner of publication of such announcement, advertisement,
statement or communication. 


11.3 The
Company shall use reasonable endeavours not to, and to procure that, no member
of the Group will (a) between the date hereof and the Settlement Date, without
the prior written consent of the Joint Global Co-ordinators (such consent not
to be unreasonably withheld); and (b) for a period that is 60 days after the
Settlement Date, without having first consulted with the Joint Global
Co-ordinators (and taken into account any of their requests which are
reasonable in the context of the Rights Issue, the Share Capital Subdivision or
the Banks’ obligations under this Agreement), enter into any commitment,
agreement or






arrangement
which is or is reasonably likely to be material and adverse to the condition of
the Company or the Group taken as a whole or which is materially inconsistent
with, or represents a material departure from or new development in, any
disclosure or expression of policy or intention or statement contained in the
Prospectus, subject in each case to applicable law and regulation (including
the Directors’ fiduciary duties) but provided that where the Company or any
Group company considers itself bound by applicable law or regulation to enter
into any such commitment, agreement or arrangement, it shall not do so without
having first consulted with the Joint Global Co-ordinators to the extent that
it is practicable to do so. 


11.4 If it
shall be necessary, in the reasonable opinion of the Company and its advisers
or the Joint Global Co-ordinators or their legal advisers, at any such time,
until the Settlement Date to amend or supplement any Relevant Documents in
order to comply with the requirements of the FSMA, the Listing Rules and/or the
Prospectus Rules (as the case may be) and/or ensure that the Relevant Documents
remain true and accurate in all respects and not misleading up to the
Settlement Date, the Company will promptly prepare and file with the FSA (or
procure the filing with the FSA of) such amendment or supplement as may be
necessary to correct such statement or omission or to make such Relevant
Documents comply with such requirements. Before amending or supplementing any
Relevant Documents, the Company will furnish the Joint Global Co-ordinators
with a copy of each such proposed amendment or supplement, and will not make
any such proposed amendment or supplement without the prior written consent of
the Joint Global Co-ordinators, provided always that, subject to the terms of
Clause 3.4, (i) nothing in this paragraph shall prevent the Company or the
Directors from complying with their obligations at law or under the Prospectus
Rules, the Listing Rules or the FSMA having taken into account any requests of
the Joint Global Co-ordinators acting in good faith; and (ii) this paragraph
shall be without prejudice to the rights of the Banks pursuant to Clauses 2.3
and 16. 


11.5 The
Company undertakes to make all such announcements concerning the Rights Issue
and the Share Capital Subdivision as shall be necessary to comply with the
Listing Rules, the Disclosure Rules and Transparency Rules, the Prospectus
Rules, the Admission and Disclosure Standards and section 118, sections 118A to
118C inclusive and section 397 of the FSMA, or which any of the Joint Global
Co-ordinators otherwise reasonably considers to be necessary or desirable
(including, without limitation, for the purposes of procuring any sub-underwriters
or potential subscribers for any Underwritten Shares in accordance with this
Agreement) and any of the Joint Global Co-ordinators shall be entitled to make
any such announcement if the Company fails (in the opinion of such Joint Global
Co-ordinators acting in good faith) promptly to fulfil its obligations under
this Clause 11.2. 


11.6 For the
avoidance of doubt, the restrictions on actions or announcements contained in
this Clause 11 shall not operate to restrict or limit any action which the
Company or the Group takes in accordance with the terms of this Agreement, the
Top-up Issues Underwriting Agreement or in furtherance of the proposals
described in the Press Announcement, the Prospectus, the Circular or the
Exchange Offer Memoranda or as is required in order to give effect to the
proposals described in such documents or limit any action which the Company or
the Group takes in the ordinary course of the business or banking operations of
the Group, as described in the Prospectus, provided that, to the extent
reasonably practicable, the Company shall have consulted with the Joint
Bookrunners prior to any such action or announcement and given the Joint
Bookrunners a reasonable period of time to consider such proposed action or
announcement. 






12. Representations, warranties and undertakings 



12.1 The
Company represents, warrants and undertakes to each Bank that each statement
set out in Schedule 3 is true and accurate and not misleading at the date of
this Agreement and shall remain true and accurate and not misleading and be
repeated at any Re-Pricing Date, at Admission, at the Acceptance Date, at any
Time of Sale, at the Settlement Date and on the date of publication of any
Supplementary Prospectus, in each case by reference to the facts and circumstances
then existing (subject to any such matters and facts fairly disclosed in any
Supplementary Prospectus published prior to the relevant date). 


12.2 The
Company acknowledges that each of the Banks is entering into this Agreement in
reliance on such representations, warranties and undertakings. Each
representation, warranty and undertaking shall be construed separately and
shall not be limited or restricted by reference to or inference from the terms
of any other representation, warranty and undertaking or any other term of this
Agreement. Warranties shall be deemed to be given under this Clause 12 in
relation to the relevant document, announcement or event on the basis that any
reference in any such Warranty to something being done or something being the
case in relation to such document, announcement or event which is expressed in
the future tense shall be regarded, to the extent the context requires, as
being expressed in the present tense. 


12.3 The
Company shall use reasonable endeavours not to cause or permit and to procure
that no other member of the Group nor any of its or their respective directors,
officers, employees or agents shall cause or permit, without the prior consent
of the Joint Global Co-ordinators, such consent not to be unreasonably withheld
or delayed, any event to occur or omit to do anything between the date of this
Agreement and the Settlement Date or the date on which the Banks’ obligations
under this Agreement cease in accordance with Clauses 2.3, 8.1 and/or Clause
16.1, as relevant, and shall consult with the Joint Global Co-ordinators from
the Settlement Date up to and including the date that falls 60 days after the
Settlement Date before taking any actions (a) which would make any statement in
Schedule 3 untrue, inaccurate or misleading if, in such case, such statement
were repeated at such date by reference to the facts and circumstances then
existing, or (b) which would result in a breach by the Company of any of its
obligations or undertakings under this Agreement, which in any such case would
be material in the context of the Rights Issue. 


12.4 The
Company shall promptly notify the Banks (giving reasonable details) if it comes
to the knowledge of the Company or any Director that (and the Company
undertakes to make all reasonable enquiries to ascertain whether) any of the
Warranties (a) was (or the Company or the relevant Director reasonably believes
it may have been) breached or untrue, inaccurate or misleading in any respect
when given, or (b) has ceased (or the Company or the relevant Director
reasonably believes it may have ceased) to be true and accurate or has become
(or the Company or the relevant Director reasonably believes it may have
become) misleading in any respect, or if it becomes aware of any circumstance
which would or is reasonably likely to cause any of the Warranties to be
breached or become untrue, inaccurate or misleading in any respect if repeated
by reference to the facts and circumstances existing at any time during the
period between the date of this Agreement and the date which is 60 days after
the Settlement Date or, if earlier, the date on which the Banks’ obligations
under the Agreement cease in accordance with Clauses 2.3, 8.1 and/or Clause
16.1, or if the Company is in breach of any of its obligations under this
Agreement, which, in any such case, would be material in the context of the
Rights Issue. 






12.5 Subject
always to Clause 18.10, the Company agrees that the Underwriters who subscribe
for Underwritten Shares pursuant to Clause 9 shall be entitled to the same
remedies and rights of action against the Company, and to the same extent, as
any person who subscribes for any New Shares pursuant to the Rights Issue on
the basis of the Prospectus and the Provisional Allotment Letter. 


12.6 References
in this Agreement to a representation, warranty or undertaking being (or not
being) true and accurate or not being (or being) misleading “in any material respect”
or “in all material
respects” (or similar expressions) shall mean material in the
context of the Rights Issue and/or the underwriting of the Underwritten Shares and/or Admission and/or post-Admission
dealings in the Ordinary Shares. In that connection and otherwise in this
Agreement (including, without limitation, the statements set out in Schedule 3)
in relation to references to a matter which would or might be “material in the context of the
Rights Issue or the underwriting of the Underwritten Shares or Admission or post-Admission dealings in the
Ordinary Shares” (or similar expressions) a matter shall,
without limitation, be deemed to be so material if (i) it would have been
material for disclosure to potential sub-underwriters or other subscribers of
New Shares had such matter existed when such sub-underwriters or other
subscribers of New Shares were sought for the New Shares, and/or (ii) it would
be reasonably likely to have a Material Adverse Effect. 


12.7 The
representations, warranties and undertakings referred to in this Clause 12
shall remain in full force and effect notwithstanding completion of all matters
and arrangements referred to in, or contemplated by, this Agreement. 


12.8 Where any
of the representations, warranties and undertakings are qualified by reference
to awareness and/or knowledge and/or information and/or belief, that reference
shall be deemed to include a statement to the effect that it has been given
after making due and careful enquiries within the Group. 


12.9 The
Company and the Banks undertake to observe and comply with the provisions in
respect of overseas shareholders set out in section 2.6 of Part VIII of the Prospectus under the heading
“Overseas Shareholders”. 


12.10 Each of
the Company and the Banks has offered and sold or procured subscribers for, and
will offer and sell or procure subscribers for, the Nil Paid Rights, the Fully
Paid Rights or the New Shares only in accordance with (i) Regulation S, (ii) to
QIBs located in the United States that have executed and delivered an Investor
Letter substantially in the form of Schedule 10 or (iii) pursuant to another exemption
from registration under the Securities Act. 


12.11 Each
Bank severally represents, warrants and undertakes to the Company that it is an
“accredited investor” as defined in Rule 501(a) of Regulation D under the
Securities Act. 


12.12 The
Banks and Company recognise that the Nil Paid Rights, the Fully Paid Rights
and/or the New Shares do not meet the eligibility requirements under Rule 144A
under the Securities Act. 


12.13 Each
Bank severally acknowledges, agrees and undertakes that: 









	
  

 	
  

 
	
 (a)

 	
 none of the
 Nil Paid Rights, the Fully Paid Rights or the New Shares has been or will be
 registered under the Securities Act and they may not be offered or sold or
 subscribers procured within the United States except pursuant to an exemption
 from, or in a transaction not subject to, the registration requirements of
 the Securities Act; 

 
	
  

 	
  

 
	
 (b)

 	
 it has not
 offered or sold or procured subscribers, and agrees that it will not offer or
 sell or procure subscribers, any Nil Paid Rights, Fully Paid Rights or New
 Shares constituting part of its allotment within the United States except in
 accordance with Rule 903 of Regulation S; 

 
	
  

 	
  

 
	
 (c)

 	
 neither it,
 nor any of its affiliates nor any persons acting on its or their behalf have
 engaged or will engage in any directed selling or placing efforts with
 respect to the Nil Paid Rights, the Fully Paid Rights or the New Shares.
 Terms used in this Clause 12.13have
 the meaning given to them by Regulation S; and 

 
	
  

 	
  

 
	
 (d)

 	
 neither it,
 nor any of its affiliates, nor any person acting on its or their behalf has
 engaged or will engage in any form of general solicitation or general
 advertising (within the meaning of Regulation D) in connection with any offer
 and sale or placing of the Nil Paid Rights, the Fully Paid Rights or the New
 Shares in the United States. 

 



12.14 The
Warranties contained in Schedule 3 are qualified by information fairly
disclosed in the Prospectus and, if such Warranties are given on or after the
publication of any Supplementary Prospectus, the Prospectus as supplemented by
such Supplementary Prospectus. 


13. Exclusions of liability 



13.1 Without
prejudice to Clause 13.2, no claim shall be made by the Company or any of its
subsidiary undertakings, affiliates or associates, or any of the directors,
officers or employees of any of them in any jurisdiction against any
Indemnified Person to recover any Loss or Claim suffered or incurred by any
person and which arises out of the carrying out by any Indemnified Person of
obligations or services in connection with this Agreement, or any other
agreements relating to the Rights Issue or the Share Capital Subdivision, or in
connection with the Rights Issue itself or the Share Capital Subdivision itself
except (otherwise than in connection with the matters referred to in Clauses 14.1(a),
(b), (c) and (d) and otherwise than as a result of a payment made or an
obligation or liability to make payment arising under Clause 14.1) to the
extent only that the Loss or Claim is determined by a court of competent
jurisdiction to have resulted from the fraud, gross negligence or wilful
default of the relevant Indemnified Person. 


13.2 The
Company agrees that no Indemnified Person is acting as a financial adviser
(except, in the case of JPMC, Merrill Lynch and UBS, solely on and subject to
the strict terms of their respective Engagement Letters) or fiduciary to the
Company or any other person in providing the services contemplated in this
Agreement in respect of the timing, terms, structure or price of the Rights
Issue (including, for the avoidance of doubt, the determination of any increase
in the price per New Share in excess of 15 pence in accordance with Clause
2.5), irrespective of whether any such Indemnified Person has provided input to
the Company with respect thereto. No claim shall be made by the Company, or any
of its subsidiary undertakings, affiliates or associates or any of the
directors, officers or employees






of any of them
against any Indemnified Person in respect of the timing, terms or structure of
the Rights Issue, including the setting of the Issue Price (including, for the
avoidance of doubt, the determination of any increase in the price per New
Share in excess of15 pence in
accordance with Clause 2.5) at a level that is too high or too low. Nothing in
this Clause shall exclude or restrict any duty or liability of any Indemnified
Person which it has under the FSMA or arrangements for regulating any such
Indemnified Person thereunder to any extent prohibited by those arrangements.
It is acknowledged by all parties that: 


	
  

 	
  

 
	
 (a)

 	
 subject to
 compliance by the relevant Indemnified Persons with the rules of the FSA, the
 Indemnified Persons may be engaged in a broad range of transactions that
 involve interests that differ from those of the Company or any other person;
 and 

 
	
  

 	
  

 
	
 (b)

 	
 except, in
 the case of JPMC, Merrill Lynch and UBS, solely on and subject to the strict
 terms of their respective Engagement Letters, no Indemnified Person has
 advised the Company or any other person as to any general financial or
 strategic advice or any legal, tax, investment, accounting or regulatory
 matters in any jurisdiction, the Company and any other person have consulted
 its own legal, tax, investment, accounting or regulatory advisers to the
 extent they deem appropriate, and no Indemnified Person shall have any
 responsibility to the Company or any other person with respect thereto. 

 



13.3 Without
prejudice to any rights or claims which the Company or any of its respective
subsidiary undertakings, affiliates or associates or any of the directors,
officers or employees of any of them may have or assert against the Banks in
connection with this Agreement, the Rights Issue, the Share Capital Subdivision
or any of the other arrangements contemplated by the Relevant Documents, or any
of them, or this Agreement, no claim will be brought by the Company or by any
of its respective subsidiary undertakings, affiliates or associates or any of
the directors, officers, partners or employees of any of them against any
director or any other officer and/or partner and/or employee of any Indemnified
Person in respect of any conduct, action or omission by the individual
concerned in connection with this Agreement, or the Rights Issue, or the Share
Capital Subdivision, or any of the other arrangements contemplated by the Relevant
Documents, or any of them, or this Agreement. 


14. Indemnities  



14.1 The
Company agrees to fully and effectively indemnify and hold harmless each
Indemnified Person (and whether or not the relevant Loss or Claim is suffered
or incurred or arises in respect of circumstances or events existing or
occurring before, on or after the date of this Agreement and regardless of the
jurisdiction in which such Loss or Claim is suffered or incurred) from and
against any and all Losses or Claims, whatsoever, as incurred, if such Losses
or Claims, arise, directly or indirectly, out of, or are attributable to, or
connected with, anything done or omitted to be done by any person (including by
the relevant Indemnified Person) in connection with the Rights Issue, the Share
Capital Subdivision, Admission or the arrangements contemplated by the Relevant
Documents, or any of them (or any amendment or supplement to any of them), or
this Agreement, or any other agreement relating to the Rights Issue or the
Share Capital Subdivision, including but not limited to: 


	
  

 	
  

 
	
 (a)

 	
 any and all
 Losses or Claims whatsoever, as incurred, arising out of the Relevant
 Documents, or any of them (or any amendment or supplement to any of them) not

 













	
  

 	
  

 	
  

 	
  

 
	
  

 	
 containing
 or fairly presenting, or being alleged not to contain or not to fairly
 present, all information required to be contained therein, or arising out of
 any untrue or inaccurate statement or alleged untrue or inaccurate statement
 of a material fact contained in the Relevant Documents, or any of them (or
 any amendment or supplement to any of them), or the omission or alleged
 omission therefrom of a fact necessary in order to make the statements
 therein not misleading in any material respect, or any statement therein
 being or being alleged to be in any respect not based on reasonable grounds,
 in the light of the circumstances in which they were made; and/or

 
	
  

 	
  

 	
  

 	
  

 
	
 (b)

 	
 any and all
 Losses or Claims whatsoever, as incurred, arising out of any breach or
 alleged breach by the Company of any of its obligations under this Agreement,
 including any of the Warranties, covenants and undertakings set out in this
 Agreement, or out of the arrangements contemplated by the Relevant Documents,
 or any of them (or any amendment or supplement to any of them) or this Agreement,
 or any other agreement relating to the Rights Issue or the Share Capital
 Subdivision; and/or 

 
	
  

 	
  

 	
  

 	
  

 
	
 (c)

 	
 any and all
 Losses or Claims whatsoever, as incurred, in connection with or arising out
 of the issue, publication or distribution of the Relevant Documents, or any
 of them (or any amendment or supplement to any of them) and/or any other
 documents or materials relating to the application for Admission; and/or 

 
	
  

 	
  

 
	
 (d)

 	
 any and all
 Losses or Claims whatsoever, as incurred, in connection with or arising out
 of any failure or alleged failure by the Company or any of the Directors or
 any of its or his agents, employees or advisers to comply with the Companies
 Act, the FSMA, the Listing Rules, the Prospectus Rules, the Disclosure Rules
 and Transparency Rules, the rules and regulations of the London Stock
 Exchange and the Admission and Disclosure Standards, or any other requirement
 or statute or regulation in any jurisdiction in relation to the application
 for Admission, the Rights Issue, the Share Capital Subdivision, or the
 arrangements contemplated by the Relevant Documents, or any of them (or any
 amendment or supplement to any of them), or this Agreement, or any other
 agreement relating to the Rights Issue or the Share Capital Subdivision;
 and/or 

 
	
  

 	
  

 
	
 (e)

 	
 any and all
 Losses and Claims whatsoever, as incurred, in connection with or arising out
 of the Share Capital Subdivision; and/or 

 
	
  

 	
  

 
	
 (f)

 	
 any and all
 Losses or Claims whatsoever, as incurred, suffered or incurred by such
 Indemnified Person: 

 
	
  

 	
  

 
	
  

 	
 (i)

 	
  

 	
 as a person
 who has communicated or approved the contents of any financial promotion
 (other than the Relevant Documents, or any of them, or any amendment or
 supplement to any of them) made in connection with the Rights Issue or the
 Share Capital Subdivision or the application for Admission for the purpose of
 section 21 of the FSMA; 

 
	
  

 	
  

 
	
  

 	
 (ii)

 	
  

 	
 (in the case
 of each of the Joint Sponsors only) in their capacity as sponsor to the
 Company’s application for Admission, 

 












PROVIDED THAT, the indemnity contained in
 this Clause 14.1 shall not apply to any Losses or Claims (i) (otherwise than
 in connection with the matters referred to in Clauses 14.1(a), (b), (c) and
 (d)) to the extent determined by a court of competent jurisdiction to have
 arisen as a result of the fraud, gross negligence or wilful default of that
 Indemnified Person or (ii) if and to the extent arising out of a decline in
 market value of the Ordinary Shares suffered or incurred by any Indemnified
 Person as a result of it having been required to subscribe for Underwritten
 Shares pursuant to Clause 9.1 or having Underwritten Shares provisionally
 allotted to it pursuant to Clause 9.4 save to the extent such decline is
 caused by or results from or is attributable to or would not have arisen but
 for (in each case directly or indirectly) (aa) the neglect or default of the
 Company in relation to the content, publication, issue or distribution of the
 Relevant Documents or any breach by the Company of any of its obligations
 under this Agreement, including any of the Warranties, undertakings or
 covenants, or (bb) any of the matters referred to in Clause 14.1(a); or (iii)
 to the extent they include any tax liability of an Indemnified Person in
 respect of its actual net income, profits or gains, recoverable VAT or
 Transfer Tax of the type which is not recoverable under Clause 10.5. This
 Clause 14.1 shall not apply to any Loss or Claim in respect of tax which is
 recoverable pursuant to Clauses 10.5 and 10.6.


14.2 Each Bank
shall and shall use reasonable endeavours to procure that its Indemnified
Persons shall (i) give notice as promptly as reasonably practicable to the
Company of any action commenced against it after receipt of a written notice of
any Claim or the commencement of any action, claim, suit, investigation or
proceeding in respect of which a Claim for indemnification may be sought under
this Clause 14, and (ii) as promptly as reasonably practicable notify the
Company after any such action is formally commenced (by way of service with a
summons or other legal process giving information as to the nature and basis of
the claim) and shall keep the Company informed of, and, to the extent
reasonably practicable, consult with the Company in relation to, all material
developments in respect thereof, but in each case, only insofar as may be
consistent with the terms of any relevant insurance policy and provided (in
each case) that to do so would not, in such Indemnified Person’s view (acting
in good faith), be prejudicial to it (or to any Indemnified Person connected to
it) or to any obligation of confidentiality or other legal or regulatory
obligation which that Indemnified Person owes to any third party or to any
regulatory request that has been made of it. However, the failure to so notify
the Company and keep the Company informed shall not relieve the Company from
any liability hereunder to the extent it is not materially prejudiced as a
result thereof and in any event shall not relieve the Company from any
liability which it may have otherwise than on account of the indemnity set out
in this Clause 14, provided that non-disclosure by reason of a legal or
regulatory restriction shall not constitute a failure to notify by an
Indemnified Person. 


14.3 Legal
advisers for Indemnified Persons shall be selected by the relevant Bank(s)
connected with such Indemnified Persons. The Company may participate at its own
expense in the defence of any action commenced against it provided however that
legal advisers for the Company shall not (except with the consent of the relevant
Indemnified Person) also be legal advisers for the Indemnified Person. 


14.4 In no
event shall the Company be liable for fees and expenses of more than one legal
adviser (in addition to any local legal advisers) separate from its own legal
advisers for all 






Indemnified
Persons in connection with any one action or separate but similar or related
actions in the same jurisdiction arising out of the same general allegations or
circumstances. 


14.5 The
Company agrees that if it becomes aware of any Claim relevant for the purposes
of this Clause 14 or any matters which may give rise to a Claim it shall: (i)
promptly notify the Banks thereof and (ii) subject to, and to the extent of,
any duties of confidentiality and any requirements of the Company’s insurers or
any legal or regulatory obligations which the Group owes to any third party or
any regulatory request that has been made of it, promptly provide the Banks
with such information and copies of such documents relating to the claim as the
Banks may reasonably request. 


14.6 The
Company shall not, without the prior written consent of the relevant
Indemnified Persons (acting in good faith), settle or compromise or consent to
the entry of any judgment with respect to any litigation, or any investigation
or proceeding by any governmental agency or body, commenced or threatened, or
any claim whatsoever in respect of which indemnification or contribution could
be sought under this Clause 14 or Clause 15 (whether or not the Indemnified
Persons are actual or potential parties thereto), unless such settlement,
compromise or consent: 


	
  

 	
  

 
	
 (a)

 	
 includes an
 unconditional release of each Indemnified Person from all liability arising
 out of such litigation, investigation, proceeding or claim; and 

 
	
  

 	
  

 
	
 (b)

 	
 does not
 include a statement as to or an admission of fault, culpability or a failure
 to act by or on behalf of any Indemnified Person. 

 



14.7 Each
Indemnified Person which is not a party to this Agreement will have the right,
under the Contracts (Rights of Third Parties) Act 1999, to enforce its rights
against the Company under this Clause 14 as amended from time to time, provided
that the relevant Bank with whom a relevant Indemnified Person is connected
(without obligation) will have sole conduct of any action on behalf of each
Indemnified Person connected to it. Save as set out above and other than in
respect of Clause 15, 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. 


14.8 The
Company will promptly notify each of the Banks of any limitation (whenever
arising) on the extent to which the Company and/or any of its respective
subsidiary undertakings, affiliates, or associates may claim against any third
party or parties and/or of any waiver or release of any right of the Company to
so claim (each a Limitation)
in respect of anything which may arise, directly or indirectly, out of or is
based upon or is in connection with the Rights Issue, the Share Capital
Subdivision, Admission or the subject matter of the obligations or services to
be performed under this Agreement, or in connection with the Rights Issue or
the Share Capital Subdivision, by any of the Banks or on their behalf. Where
any damage or loss is suffered by the Company for which any Indemnified Person
would otherwise be jointly and severally liable with any third party or third
parties to the Company, or any of its relevant subsidiary undertakings,
affiliates, or associates, the extent to which such damage or loss will be
recoverable from the Indemnified Person shall be limited so as to be in
proportion to the contribution of the Indemnified Person to the overall fault
for such damage or loss, as agreed between the parties, or, in the absence of
agreement, as determined






by a court of
competent jurisdiction, but in any event, the Indemnified Person shall have no
greater liability than if the Limitation did not apply. 


14.9 The
degree to which any Indemnified Person shall be entitled to rely on the work of
any adviser to the Company or any other third party will be unaffected by any
limitation (as defined in Clause 14.8) which the Company may have agreed with
any third party. 


14.10 The
provisions of this Clause 14 will remain in full force and effect
notwithstanding the completion of all matters and arrangements referred to in
or contemplated by this Agreement. 


15. Contribution 


15.1 If the
indemnification provided for in Clause 14 is for any reason (including because
such indemnification would be contrary to public policy), unavailable to or
insufficient to hold harmless an Indemnified Person in respect of any Losses,
liabilities, Claims, damages or expenses referred to therein, then the Company,
in lieu of indemnifying such Indemnified Person hereunder, shall contribute to
the aggregate amount of such Losses, liabilities, Claims, damages or expenses
incurred by such Indemnified Person, as incurred: 


	
  

 	
  

 
	
 (a)

 	
 in such
 proportion as is appropriate to reflect the relative benefits received by the
 Company on the one hand and the Banks on the other hand from the Rights Issue
 (excluding the HMT Shares) and offering of Underwritten Shares pursuant to
 this Agreement; or 

 
	
  

 	
  

 
	
 (b)

 	
 if the
 allocation provided by Clause 15.1(a) is not permitted by applicable law, in
 such proportion as is appropriate to reflect not only the relative benefits
 referred to in Clause 15.1(a) above but also the relative fault of the
 Company on the one hand and of the Banks on the other hand in connection with
 the acts or statements or omissions which resulted in such Losses,
 liabilities, Claims, damages or expenses, as well as any other relevant
 equitable considerations. 

 



15.2 The
relative benefits received by the Company on the one hand and the Banks on the
other hand in connection with the Rights Issue (excluding the HMT Shares) and
the offering of Underwritten Shares pursuant to this Agreement shall be deemed
to be in the same respective proportions as the total net proceeds from the
offering of Underwritten Shares pursuant to this Agreement (before deducting
commissions or expenses) received by the Company and the total fees and
commissions received by the Joint Bookrunners bear to the total gross proceeds
from the offering of Underwritten Shares. 


15.3 The
relative fault of the Company on the one hand and the Banks on the other hand
will be determined by reference to, among other things, whether any such act or
alleged act or untrue or alleged untrue statement of a material fact or
omission or alleged omission to state a material fact relates to information
supplied by the Company or by the Banks and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such
act, statement or omission. 


15.4 The
Company and the Banks agree that it would not be just and equitable if
contribution pursuant to this Clause 15 were determined by pro rata allocation
(even if the 






Banks were
treated as one entity for such purpose) or by any other method of allocation
which does not take account of the equitable considerations referred to above
in this Clause 15. The aggregate amount of Losses, liabilities, Claims, damages
and expenses incurred by an Indemnified Person and referred to above in this
Clause 15 will be deemed to include any legal or other expenses reasonably
incurred by such Indemnified Person in investigating, preparing or defending
against any litigation, or any investigation or proceeding by any governmental
agency or body, commenced or threatened, or any claim whatsoever based upon any
such act or alleged act or untrue or inaccurate or alleged untrue or inaccurate
statement or omission or alleged omission. 


15.5
Notwithstanding the provisions of this Clause 15, none of the Banks will be
required to contribute any amount in excess of the underwriting commission
received by it (and which it is not liable to pay to any other underwriter or
intermediary under this Agreement or otherwise) in relation to the Underwritten
Shares underwritten or subscribed for by such Bank pursuant to this Agreement. 


15.6 No person
guilty of negligence, wilful default, fraud or fraudulent misrepresentation
(whether within the meaning of Section 11(f) of the Securities Act or
otherwise) will be entitled to contribution from any person who was not guilty
of such negligence, wilful default, fraud or fraudulent misrepresentation. 


15.7 For the
purposes of this Clause 15, each Indemnified Person shall have the same rights
to contribution as the Banks and the Banks’ respective obligations to
contribute pursuant to this Clause 15 are several (and are not joint or joint
and several), in proportion to their respective Proportionate Shares (and, in
the case of JPMC, JPMS’s Proportionate Share). 


15.8
Notwithstanding the provisions of this Clause 15, no Indemnified Person will be
entitled to recover from the Company by way of contribution under Clause 15 any
amount in excess of the amount that the Company would have been liable to pay
such Indemnified Person had the indemnification provided for in Clause 14 been
available to the extent provided in that Clause in respect of the relevant Loss
or Claim. 


16. Termination 



16.1 Subject
to Clauses 16.2, 16.3 and 16.4, if: 


	
  

 	
  

 
	
 (a)

 	
 the
 Warranties on the part of the Company contained in or given pursuant to
 Clause 12 are not true and accurate in all respects or are misleading in any
 respect, immediately prior to the release of the Press Announcement, or if
 the Company does not comply with those of its undertakings under this
 Agreement which fall to be performed on the date of this Agreement, which, in
 any such case, a Joint Global Co-ordinator considers, in its sole judgement,
 acting in good faith, to be (singly or in the aggregate) material in the
 context of the Rights Issue or the underwriting of the Underwritten Shares or Admission or post-Admission dealings
 in the Ordinary Shares; or 

 
	
  

 	
  

 
	
 (b)

 	
 at any time
 following the release of the Press Announcement and prior to Admission, the
 Warranties on the part of the Company given pursuant to Clause 12 are not
 true and accurate in all respects or are misleading in any respect, or the
 Company does not

 













	
  

 	
  

 	
  

 	
  

 
	
  

 	
 comply with
 those of its undertakings under this Agreement which fall to be performed
 after the date of this Agreement and prior to Admission, which, in any such
 case, a Joint Global Co-ordinator considers, in its sole judgement, acting in
 good faith, to be (singly or in the aggregate) material in the context of the
 Rights Issue or the underwriting of the Underwritten Shares or Admission or post-Admission dealings
 in the Ordinary Shares; or

 
	
  

 	
  

 
	
 (c)

 	
 the
 Company’s application to the UK Listing Authority for admission of the New
 Shares to the Official List or the Company’s application to the London Stock
 Exchange for admission to trading of the New Shares on the London Stock
 Exchange’s main market for listed securities is withdrawn by the Company or
 refused by the UK Listing Authority or London Stock Exchange (as
 appropriate); or 

 
	
  

 	
  

 
	
 (d)

 	
 it shall
 come to the notice of a Joint Global Co-ordinator that any statement
 contained in any Relevant Document (or any amendment or supplement thereto)
 has become untrue, inaccurate or misleading in any respect, or any matter has
 arisen, which would, if such document had been issued at that time,
 constitute an omission from such Relevant Document (or any amendment or
 supplement to any of them), and which such Joint Global Co-ordinator
 considers, acting in good faith, to be (singly or in the aggregate) material
 in the context of the Rights Issue or the underwriting of the Underwritten
 Shares or Admission or
 post-Admission dealings in the Ordinary Shares; or 

 
	
  

 	
  

 
	
 (e)

 	
 (A) in the
 opinion of a Joint Global Co-ordinator, any matter referred to in section 87G
 of the FSMA has arisen between the publication of the Prospectus and
 Admission, or (B) any Supplementary Prospectus has been published or is due
 to be published by the Company (other than the publication by the Company of
 a Re-Pricing Disclosure Document) which, in any such case, a Joint Global
 Co-ordinator considers, in its sole judgement, acting in good faith, to be
 (singly or in the aggregate) material in the context of the Rights Issue or
 the underwriting of the Underwritten Shares or Admission or post-Admission dealings in the Ordinary Shares, 

 
	
  

 	
  

 
	
  

 	
 (i)

 	
  

 	
 each of the
 Joint Sponsors, for itself in its capacity as sponsor only, shall be
 entitled, in its absolute discretion (after consultation with the Company to
 the extent reasonably practicable; provided that a failure to do so will not invalidate
 any notice given under this Clause 16) by notice in writing given to the
 Company, to terminate this Agreement insofar as it relates to the obligations
 of such Joint Sponsor in its capacity as sponsor and, in the event of such
 termination, the obligations of such Joint Sponsor in its capacity as sponsor
 shall cease and determine, and 

 
	
  

 	
  

 
	
  

 	
 (ii)

 	
  

 	
 the Joint
 Global Co-ordinators, acting together on behalf of the Banks and the
 Co-Bookrunner, shall be entitled, in their absolute discretion (after
 consultation with the Company to the extent reasonably practicable; provided
 that a failure to do so will not invalidate any notice given under this
 Clause 16) by notice in writing to the Company, to terminate this Agreement
 in its entirety and, in the event of such termination, this Agreement shall
 cease to have any further effect. 

 













	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 For the
 avoidance of doubt, the rights of the Joint Sponsors (acting separately or
 jointly in the case of Clause 16.1(e)(i)) and the Joint Global Co-ordinators
 (acting jointly only) in the case of this Clause 16.1(e)(ii)):

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (A)

 	
  

 	
 may be
 exercised by any Joint Sponsor or the Joint Global Co-ordinators, acting
 jointly only on behalf of the Banks and the Co-Bookrunner, for whatever
 reason or on whatever basis that it reasonably considers to be practicable,
 appropriate or advisable to it; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (B)

 	
  

 	
 are
 conferred on the Joint Sponsors and the Joint Global Co-ordinators, acting
 jointly only, and may be exercised by any Joint Sponsor, in the case of
 Clause 16.1(e)(i), or the Joint Global Co-ordinators, acting jointly only, on
 behalf of the Banks and the Co-Bookrunner, in the case of Clause 16.1(e)(ii),
 in their capacities as such, and not in any representative or fiduciary
 capacity.

 



16.2 The
termination of this Agreement (save to the extent specified in this Clause
16.2) pursuant to Clauses 2.3 and 16.1 shall be without prejudice to: 


	
  

 	
  

 	
  

 	
  

 
	
 (a)

 	
 any claim in
 respect of a breach of this Agreement prior to the termination; 

 
	
  

 	
  

 
	
 (b)

 	
 any
 obligation of the Company in respect of New Shares which have already been
 issued, subscribed and paid for, at the time of such termination; and 

 
	
  

 	
  

 
	
 (c)

 	
 the
 provisions of Clauses 1, 10, 11, 12, 13, 14, this Clause 16.2, and Clauses 20
 to 29 (inclusive), which will continue to apply. 

 
	
  

 	
  

 
	
 16.3 Notwithstanding
 any other provision of this Agreement:

 
	
  

 	
  

 
	
 (a)

 	
 a MAC Event
 or a Material Adverse Effect occurring subsequent to the publication of the
 Press Announcement (or any direct or indirect result thereof); or 

 
	
  

 	
  

 
	
 (b)

 	
 a Commission
 Decision having been publicly announced or publicly communicated subsequent
 to the publication of the Press Announcement (or any direct or indirect
 result thereof); or 

 
	
  

 	
  

 
	
 (c)

 	
 the
 occurrence of an event referred to in section 87G(1) of the FSMA arising
 between the time of publication of the Prospectus and Admission or a
 Supplementary Prospectus being published by or on behalf of the Company
 before Admission, directly or indirectly, as a result of: 

 
	
  

 	
  

 
	
  

 	
 (i)

 	
  

 	
 a MAC Event
 or a Material Adverse Effect having occurred subsequent to the publication of
 the Prospectus; or 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
  

 	
 a Commission
 Decision having been announced or communicated subsequent to the publication
 of the Prospectus, 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 shall not
 entitle any of the Banks at any time, to terminate any or all of their
 obligations under this Agreement pursuant to Clauses 16.1(b), (d) or (e),
 unless such

 











	
  

 	
  

 	
  

 	
  

 
	
  

 	
 matter,
 event or circumstance arose, directly or indirectly, as a result of a MAC
 Event or a Material Adverse Effect that occurred as a direct or indirect
 consequence of a Specified Circumstance.

 



16.4 To the
extent that any right to terminate this Agreement pursuant to Clause 16.1 would
have otherwise arisen, directly or indirectly, as a result of: 


	
  

 	
  

 	
  

 	
  

 
	
 (a)

 	
 the
 occurrence of a MAC Event and/or a Material Adverse Effect having occurred
 subsequent to the publication of the Press Announcement; and/or 

 
	
  

 	
  

 	
  

 	
  

 
	
 (b)

 	
 a Commission
 Decision having been publicly announced or publicly communicated subsequent
 to the publication of the Press Announcement; and/or 

 
	
  

 	
  

 	
  

 	
  

 
	
 (c)

 	
 the
 occurrence of an event referred to in section 87G(1) of the FSMA arising
 between the time of publication of the Prospectus and Admission and a
 Supplementary Prospectus being published by or on behalf of the Company
 before Admission, directly or indirectly, as a result of: 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
  

 	
 a MAC Event
 and/or a Material Adverse Effect having occurred subsequent to the
 publication of the Prospectus; and/or 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
  

 	
 a Commission
 Decision having been announced or communicated subsequent to the publication
 of the Prospectus, 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 then such
 right to terminate this Agreement pursuant to Clauses 16.1(b), (d) or (e),
 (but for no other purpose and without prejudice to any other rights that the
 Banks may have under this Agreement) shall, unless, in any of the cases
 referred to in Clause 16.4(a), (b) or (c), such matter, event or circumstance
 arose, directly or indirectly, as a result of a MAC Event or a Material
 Adverse Effect that occurred as a direct or indirect consequence of a
 Specified Circumstance, be deemed not to have arisen for the purposes of this
 Agreement.

 



16.5 The Banks
and the Company shall have no right to terminate this Agreement except as
provided in Clause 2 or this Clause 16 and any right of rescission is hereby
expressly waived and excluded by the Banks. 


17. Withholding and Grossing Up



17.1 All sums
payable by the Company to the Banks or any other Indemnified Person (for the
purposes of this Clause 17 only, each a payee) under this Agreement shall be paid in
pounds sterling free and clear of all deductions or withholdings unless the
deduction or withholding is required by law, in which event the Company shall
pay such additional amount as shall be required to ensure that the net amount
received by the payee will equal the full amount which would have been received
by it had no such deduction or withholding been required to be made. 


17.2 If the
Company makes such an increased payment under Clause 17.1 and the payee
subsequently obtains a refund of tax or credit against tax by reason of the Company
making such a deduction or withholding, the payee shall reimburse the Company
as soon as reasonably practicable with an amount such as the payee shall
determine (with such






determination
in good faith being final and conclusive) to be such proportion of the said
refund or credit as shall leave the payee after such reimbursement in no better
or worse position (having regard to the time value of money) than it would have
been in had no deduction or withholding been required. Nothing in this Clause 17.2
shall oblige a payee to disclose to the relevant person, nor shall the relevant
person be entitled to inspect, any of the books and other records of the payee
nor shall anything herein prevent the payee from arranging its tax and
commercial affairs in whatever manner it thinks fit and, in particular, the
payee shall not be under any obligation to claim credit or relief from or
against its corporate profits or similar liability to tax in respect of the
amount of such deduction or withholding as aforesaid in priority to any other
reliefs available to it. 


17.3 If the
United Kingdom HM Revenue & Customs or any other tax authority brings into
charge to tax (or into any computation of income, profit or gains for the
purposes of any charge to tax) any sum paid to a payee under this Agreement,
other than payment of commission under Clause 10, (including in circumstances
where any relief is available in respect of such charge to tax), then the
Company shall pay such additional amount as shall be required to ensure that
the total amount paid, less the tax chargeable on such amount (or that would be
so chargeable but for such relief), (after giving credit for any tax relief
obtained by the payee as a result of the matter giving rise to the indemnity
claim or the reimbursement) is equal to the amount that would otherwise be
payable under this Agreement. This Clause 17.3 shall apply in respect of any
additional amount paid pursuant to Clause 17.1 as it applies to other amounts
paid to the payee. 


18. Miscellaneous



18.1 For the
avoidance of doubt, the Company acknowledges and agrees that it is responsible
for any due diligence carried out in relation to the Rights Issue or the Share
Capital Subdivision and that neither the Banks nor any of their advisers shall
be responsible to the Company or any Director for any due diligence in relation
thereto or for verifying the accuracy or fairness of any information published
by or on behalf of the Company in connection with the Rights Issue or the Share
Capital Subdivision unless it or they have agreed in writing to take specific
responsibility for such due diligence or verification. 


18.2 The
Company agrees that for the purpose of the Rights Issue (including for the
purposes of seeking to procure any sub-underwriters for the Underwritten
Shares), the Share Capital Subdivision and of obtaining Admission, none of the
Banks shall be responsible for the provision of or obtaining advice as to the
requirements of any applicable laws or regulations of any jurisdictions nor
shall any such person be responsible where it or the Company has acted in the
absence of such advice or in reliance on any advice obtained by the Company in
respect thereof. 


18.3 The Company acknowledges
that the representations, warranties, undertakings and indemnities contained in
this Agreement are given to the Banks in connection with Admission, the Rights
Issue and the Share Capital Subdivision in each case whether in their
capacities as underwriters, financial advisers, joint bookrunners, joint
sponsors, joint global co-ordinators, co-bookrunners or co-lead managers and
references in this Agreement to Bank shall be construed accordingly. 








18.4 Notwithstanding
that each of the Banks may act as the Company’s agent in connection with the
Rights Issue, each of such persons and its agents may: 


	
  

 	
  

 
	
 (a)

 	
 receive and
 keep for its own benefit any commissions, fees, brokerage or other benefits
 paid to or received by it in connection with the Rights Issue, and shall not
 be liable to account to the Company for any such commissions, fees, brokerage
 or other benefits; and 

 
	
  

 	
  

 
	
 (b)

 	
 keep or deal
 in any New Shares for which it may subscribe for its own use and benefit. 

 



18.5 For the
avoidance of doubt, the obligations of each of the Banks under this Agreement
are several (not joint or joint and several). Each of the Banks shall (except
as otherwise agreed among them) have the right to protect and enforce its rights
under this Agreement by whatever lawful means it deems fit, including, without
limitation, commencing any legal proceedings without joining any of the others
in any proceedings. 


18.6 The
Company acknowledges and agrees that (i) each of the Banks is acting solely
pursuant to a contractual relationship with the Company on an arm’s length
basis with respect to the Rights Issue and the Share Capital Subdivision
(including in connection with determining the terms of the Rights Issue
(including, for the avoidance of doubt, the determination of any increase in
the price per New Share in excess of 15 pence in accordance with Clause 2.5))
and not, in relation to the Rights Issue or the Share Capital Subdivision, as a
financial adviser (except, in the case of JPMC, Merrill Lynch and UBS, solely
on and subject to the strict terms of their respective Engagement Letters) or a
fiduciary to the Company or any other person; and (ii) none of the Banks owes
and duties or obligations to the Company of any nature whatsoever, save as
expressly set out in this Agreement, provided however in each case that this
shall not exclude or restrict any duty or liability that any of them have under
FSMA or arrangements for regulating any of them thereunder to any extent
prohibited thereby. 


18.7 The
Company understands (i) that Bank of America Corporation (BAC) is the parent
company of Merrill Lynch & Co., Inc, of which Merrill Lynch International
is a wholly-owned subsidiary and that BAC and its subsidiaries and affiliates
are a financial services group, and (ii) that each of the Banks is part of its
own financial services group (for the purposes of this Clause 18.7, each
referred to as a group). Each of the Banks and BAC is a full service securities
firm and commercial bank engaged in activities and businesses, including among
others, securities, commodities and derivatives trading, foreign exchange and
other brokerage activities, research publication, and principal investing, as
well as providing investment, corporate and private banking, asset and
investment management, financing and financial advisory services and other
commercial services and products to a wide range of corporations, governments
and individuals from which conflicting interests or duties, or a perception
thereof, may arise. Accordingly, in no circumstance shall any Bank or any other
member of their respective groups have any liability by reason of members of
the group conducting such other businesses or activities, acting in their own
interests or in the interests of other clients in respect of matters affecting
the Company, its affiliates or any other company, including where in so acting
members of the group act in a manner which is adverse to the interests of the
Company or its affiliates. In addition, as a result of duties of
confidentiality, each of the Banks and the other members of their respective
groups may be 






prohibited
from disclosing information to the Company or such disclosure may be
inappropriate and the Company agrees that no member of the respective groups
will be under a duty to use or to disclose any non-public information acquired
from, or during the course of carrying on business for, any other person. The
Company expressly acknowledges and agrees that, in the ordinary course of
business, each of the Banks and other parts of their respective groups at any
time (i) may invest on a principal basis or manage funds that invest, make or
hold long or short positions, finance positions or trade or otherwise effect
transactions, for their own accounts or the accounts of customers, in equity,
debt or other securities or financial instruments (including derivatives, bank
loans or other obligations) of the Company or any other company that may be
involved in any proposed transaction, and (ii) may provide or arrange financing
and other financial services to other companies that may be involved in any
proposed transaction or a competing transaction, in each case whose interests
may conflict with those of the Company. 


18.8 Each
Underwriter severally undertakes that from the date of this Agreement up until
the Relevant Time, it will not, without prior consultation with the Company,
enter into any transaction involving the Existing Ordinary Shares and,
following the Share Capital Subdivision becoming effective, the Ordinary Shares
(for the purpose of this Clause 18.8 only, the Existing Ordinary Shares and the
Ordinary Shares together, the Securities)
or derivatives relating to the Securities intended to have the economic effect,
whether directly or indirectly, of hedging or otherwise mitigating the economic
risk associated with its underwriting commitments under this Agreement. The
foregoing restrictions (save as prohibited by applicable law or regulations)
shall not apply to: 


	
  

 	
  

 
	
 (a)

 	
 the ordinary
 course sales and trading and other activities of the Underwriters that are
 unrelated to their underwriting commitments; 

 
	
  

 	
  

 
	
 (b)

 	
 transactions
 entered into for the purposes of hedging in relation to the Company’s
 securities that are undertaken with a view to achieving a substantially
 market-neutral position (but allowing for daily trading fluctuations and
 without taking into account such Underwriter’s underwriting commitments); or 

 
	
  

 	
  

 
	
 (c)

 	
 transactions
 that involve any securities or derivatives that reference any existing and established
 sector or market index, provided that the weighting of the Securities of any
 such sector or market index does not exceed 10 per cent. of the weighting of
 such index; or 

 
	
  

 	
  

 
	
 (d)

 	
 in relation
 to proprietary positions in the Company’s securities or in derivatives
 related to the Company’s securities entered into by the Underwriters prior to
 the date of this Agreement; or 

 
	
  

 	
  

 
	
 (e)

 	
 any other
 transactions relating to ordinary course market making or customer
 facilitation transactions. 

 



Furthermore,
for the avoidance of doubt, none of the Underwriters shall be restricted in
carrying out transactions for the account of their customers, or in customer
facilitation transactions. 






18.9 No
variation of this Agreement shall be valid unless it is in writing and signed
by or on behalf of each of the Banks and the Company. 


18.10
Notwithstanding any other provision of this Agreement but save as provided
below, each of the Banks acknowledges, agrees and accepts (for itself and for
and on behalf of each Indemnified Person with whom such Bank is connected) that
(a) the Company shall have no liability of any kind, whether in contract, tort
or otherwise or for misrepresentation in respect of any Loss, and (b) none of
the Banks shall have a claim for breach of Warranty in respect of any Loss, in
either case suffered by any Underwriter which has subscribed for, or been
provisionally allotted, Underwritten Shares pursuant to Clause 9 as a result of
any decline in the market value of any such Underwritten Shares which was
caused by or resulted from or is attributable to or would not have arisen but
for (in each case, directly or indirectly): 


	
  

 	
  

 
	
 (a)

 	
 a MAC Event
 and/or a Material Adverse Effect having occurred subsequent to the
 publication of the Press Announcement; and/or 

 
	
  

 	
  

 
	
 (b)

 	
 a Commission
 Decision having been publicly announced or publicly communicated subsequent
 to the publication of the Press Announcement, 

 



PROVIDED THAT the Company shall be liable
if and to the extent that (i) any such decline is caused by or results from or
is attributable to or would not have arisen but for (in each case directly or
indirectly) a MAC Event or a Material Adverse Effect having occurred as a
direct or indirect consequence of a Specified Circumstance, or (ii) such Loss
arises, directly or indirectly, out of a Loss or Claim of a person who is not
acting in the capacity of an Underwriter (and for the purposes of this sub
paragraph (ii) only, “Underwriter” includes any Indemnified Person to the
extent that it acquires any New Shares from or in lieu of an Underwriter with
whom it is connected solely for the purposes of enabling such Underwriter to
satisfy its obligations under Clause 9.1 but solely in relation to any Loss or
Claim that such Indemnified Person may have arising out of, directly or
indirectly, the acquisition of those New Shares from or in lieu of that
Underwriter). 


18.11 The
parties to this Agreement acknowledge and agree that: (i) no Relevant Person
accepts any responsibility for the contents of, or makes any representation or
warranty (express or implied) as to the accuracy, completeness or fairness of
any information in the Prospectus, the Circular, any other Relevant Document,
any Previous Announcement or either of the Exchange Offer Memoranda (or any
supplement or amendment to any of them); and (ii) no Relevant Person has
authorised or will authorise the contents of any of the foregoing. For the
purposes of this Clause 18.11 and Clause 22.2, Relevant
Person means HM Treasury, the Solicitor for the Affairs of Her
Majesty’s Treasury, any of Her Majesty’s Secretaries of State (and any other
Minister of the Crown), UK Financial Investments Limited, the Asset Protection
Agency, and any and all directors, officers, officials, employees and agents of
the foregoing. 


 19. Receiving Agent  


The Company
confirms that it has instructed the Receiving Agent to act as receiving agent
in connection with the Rights Issue and the GM and as Registrar in relation to
the Share Capital Subdivision, the Nil Paid Rights and the Fully Paid Rights
and to perform the obligations 






assigned to it
under the Prospectus, the Form of Proxy, the Provisional Allotment Letters and
this Agreement as receiving agent. 


20. Time of the essence  


Any time, date
or period mentioned in this Agreement may be extended by mutual agreement
between the Company and the Banks but as regards any time, date or period
originally fixed, or any time, date or period so extended, time shall be of the
essence. 


21. Waiver  


21.1 Any right
or remedy of the Company and the Banks under this Agreement shall only be
waived or varied by an express waiver or variation in writing. 


21.2 No
failure or delay by the Company or the Banks in exercising any right or remedy
under this Agreement shall impair such right or remedy or operate or be construed
as a waiver or variation of the right or remedy or preclude its exercise at any
subsequent time. No single or partial exercise of any such right or remedy
shall preclude any other or further exercise of such right or remedy or the
exercise of any other right or remedy. The rights, powers and remedies of the
Company and the Banks provided in this Agreement are cumulative and not
exclusive of any rights, powers and remedies provided by law. 


22. Third party rights  


22.1 Each
Indemnified Person shall have the right under the Contracts (Rights of Third
Parties) Act 1999 to enforce its rights against the Company under Clause 14
provided that Citi (without obligation) will have the sole conduct of any
action to enforce such rights on behalf of Citi Indemnified Persons, GS
(without obligation) will have the sole right of action to enforce such rights
on behalf of GS Indemnified Persons, HSBC (without obligation) will have the
sole right of action to enforce such rights on behalf of HSBC Indemnified
Persons, JPMC (without obligation) will have the sole right of action to
enforce such rights on behalf of JPMC Indemnified Persons, JPMS (without
obligation) will have the sole right of action to enforce such rights on behalf
of JPMS Indemnified Persons, Merrill Lynch (without obligation) will have the
sole conduct of any action to enforce rights on behalf of Merrill Lynch
Indemnified Persons and UBS (without obligation) will have sole conduct of any
action to enforce rights on behalf of UBS Indemnified Persons. 


22.2 Each
Relevant Person shall have the right under the Contracts (Rights of Third
Parties) Act 1999 to enforce its rights under Clause 18.11, provided that HM
Treasury will have the sole conduct of any action to enforce such rights on
behalf of each Relevant Person. 


22.3 Except as
provided in Clauses 22.1 and 22.2, a person who is not a party to this
Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999
to enforce any term of this Agreement. The Banks and the Company may agree to
terminate this Agreement or vary any of its terms, other than Clauses 18.11 and
22.2, without the consent of any Indemnified Person which is not party to this
Agreement or any other third party. The Banks will have no responsibility to
any Indemnified Person which is not a party to this Agreement or any other
third party under or as a result of this Agreement, except pursuant to Clauses
18.11 and 22.2. 






23. Severability  


If any
provision of this Agreement is or is held to be invalid or unenforceable, then
so far as it is invalid or unenforceable it has no effect and is deemed not to
be included in this Agreement. This shall not invalidate any of the remaining
provisions of this Agreement. The parties shall use all reasonable endeavours
to replace any invalid or unenforceable provision by a valid provision the
effect of which is as close as possible to the intended effect of the invalid
or unenforceable provision. 


24. Notices  


24.1 Subject
to Clause 24.2, any notice to be given under, or in connection with, this
Agreement shall be in writing and be signed by or on behalf of the party giving
it. It shall be served by sending it by fax to the number set out in Clause
24.2 or by delivering it by hand, or sending it by pre-paid recorded delivery,
special delivery or registered post, to the address set out in Clause 24.2
marked for the attention of the relevant party (or as otherwise notified from
time to time under this Agreement). 


Any notice so
served shall be deemed to have been duly received:


	
  

 	
  

 
	
 (a)

 	
 in the case
 of delivery by hand, when delivered; 

 
	
  

 	
  

 
	
 (b)

 	
 in the case
 of fax, at the time of transmission; and 

 
	
  

 	
  

 
	
 (c)

 	
 in the case
 of pre paid recorded delivery, special delivery or registered post, on the
 Dealing Day following the date of posting; 

 



provided that
if delivery by hand or fax occurs on a day which is not a Dealing Day or after
6.00 p.m. on a Dealing Day, service shall be deemed to occur at 9.00 a.m. on
the following Dealing Day. 


24.2 Any
notice given by the Banks under, or in connection with, this Agreement may also
be given by any director or other authorised representative of the Banks to any
Director either personally or by telephone (to be confirmed as soon as
reasonably practicable in writing) and shall have immediate effect. 


24.3 For the
purposes of Clause 24.1, the fax numbers and addresses of each of the
Underwriters and the Joint Sponsors are set out in Schedule 6, the fax number
and address of the Co-Bookrunner is set out in Schedule 8, the fax numbers and
addresses of each of the Co-Lead Managers are set out in Schedule 9 and the fax
number and address of each of the Company and JPMC is: 



	
  

 	
  

 
	
 The Company:

 	
 Lloyds
 Banking Group plc

 
	
  

 	
  

 
	
  

 	
 Henry Duncan
 House,

 
	
  

 	
 129 George
 Street,

 
	
  

 	
 Edinburgh,
 Scotland, EH2 4LH

 
	
  

 	
  

 
	
  

 	
 Fax number:
 +44 (0) 20 7356 2168

 












	
  

 	
  

 
	
  

 	
 For the
 attention of: Company Secretary

 
	
  

 	
  

 
	
  

 	
 With a copy
 to: Jeremy Parr

 
	
  

 	
  

 
	
  

 	
 Fax number:
 +44 (0) 20 7456 2000

 
	
  

 	
  

 
	
 JPMC:

 	
 J.P. Morgan
 Cazenove Limited

 
	
  

 	
  

 
	
  

 	
 20 Moorgate

 
	
  

 	
 London EC2R
 6DA

 
	
  

 	
  

 
	
  

 	
 Fax number:
 +44 (0) 20 7155 9112

 
	
  

 	
  

 
	
  

 	
 For the
 attention of: Legal Department

 



25. Further Assurances  


The Company
shall register the New Shares in the names of the successful applicants, and
shall provide, and shall procure that the Directors shall provide, all
information and assistance that the Banks may reasonably require for the
purposes of this Agreement and execute (or procure to be executed) each
document and do (or procure to be done) each act and thing that a Bank may
reasonably request in order to give effect to the Rights Issue, the Share
Capital Subdivision or Admission. 


26. Assignment  


No party may
assign, or purport to assign: (i) this Agreement; (ii) all or any of their
respective rights or obligations arising under or out of this Agreement; or
(iii) the benefit of all or any of the other parties’ obligations under this
Agreement. 


27. Entire Agreement  


This Agreement
(together with, in the case of Merrill Lynch and UBS only, the Merrill Lynch
Engagement Letter and the UBS Engagement Letter respectively, and only then in
respect of the strict terms of such engagement letters as regards the provision
of certain financial advice specified therein relating to the structuring of
the Rights Issue) constitutes the entire agreement between the parties relating
to the subject matter of this Agreement and supersedes and replaces all
agreements, understandings, undertakings, representations, warranties and
arrangements of any nature whatsoever between the parties relating to the
subject matter of this Agreement. In the event of any inconsistency between
this Agreement and the Merrill Lynch Engagement Letter, the UBS Engagement
Letter and any other agreement referred to in, or entered into in connection
with, this Agreement, the terms of this Agreement shall prevail. For the
avoidance of doubt, the foregoing is without prejudice to the placing and open
offer agreement dated 13 October 2008 and the open offer agreement dated as of
7 March 2009 as amended and restated as at 20 March 2009 and as at 18 May 2009.



28. Counterparts  


This Agreement
may be executed by any one or more of the parties hereto in any number of
counterparts, each of which shall be deemed to be an original, but all such
counterparts shall






together
constitute one and the same instrument. Delivery of an executed counterpart
signature page of this Agreement by e-mail (PDF) or telecopy shall be as
effective as delivery of a manually executed counterpart of this Agreement. In
relation to each counterpart, upon confirmation by or on behalf of the
signatory that the signatory authorises the attachment of such counterpart
signature page to the final text of this Agreement, such counterpart signature
page shall take effect together with such final text as a complete
authoritative counterpart. 


29. Governing Law  


29.1 This
Agreement and the relationship among the parties to it and any non-contractual
obligations which may arise out of or in connection with this Agreement shall
be governed by and interpreted in accordance with English law. 


29.2 All
parties to this Agreement agree that the courts of England are (subject to
Clause 29.3(a)) to have exclusive jurisdiction to settle any dispute (including
claims for set-off and counterclaims) which may arise out of or is in
connection with (i) the creation, validity, effect, interpretation or
performance of, or of the legal relationships established by, this Agreement or
otherwise arising out of or in connection with this Agreement, and (ii) any
non-contractual obligations which may arise out of or in connection with this
Agreement, and for such purposes all parties irrevocably submit to the
exclusive jurisdiction of the English courts. 


29.3
Notwithstanding the provisions of Clause 29.2, in the event that any Bank or
any of such Bank’s Indemnified Persons becomes subject to proceedings brought
by a third party (the Foreign
Proceedings) in the courts of any country other than England
(including, without prejudice to the generality of the foregoing, in any court
of competent jurisdiction in the United States) (the Foreign Jurisdiction),
such Bank shall be entitled, without objection by the Company, either: 


	
  

 	
  

 
	
 (a)

 	
 to join the
 Company and/or any other person to the Foreign Proceedings; and/or 

 
	
  

 	
  

 
	
 (b)

 	
 to bring
 separate proceedings for any breach of this Agreement and/or for a
 contribution or an indemnity against the Company and/or any other person in
 the Foreign Jurisdiction, provided that such separate proceedings arise out
 of or are in connection with the subject matter of the Foreign Proceedings. 

 



29.4 Each of
the parties to this Agreement irrevocably waives any objection to the
jurisdiction of any courts referred to in this Clause 29. 


29.5 Each
party to this Agreement irrevocably agrees that a judgment and/or order of any
court referred to in this Clause 29 based on any matter arising out of or in
connection with this Agreement (including but not limited to the enforcement of
any indemnity) shall be conclusive and binding on it and may be enforced
against it in any other jurisdiction, whether or not (subject to due process
having been served on it) it participates in the relevant proceedings. 


29.6 Each of
the parties with an address outside England shall at all times maintain an
agent for service of process and any other documents and proceedings in England
or any other proceedings in connection with this Agreement. For the Company,
such agent shall be the 






London office
of the Company at 25 Gresham Street, London EC2V 7HN. For each of the Co-Lead
Managers with an address outside England, such agent shall be the person
identified in Schedule 9. Any writ, judgment or other notice of legal process
shall be sufficiently served on the relevant party if delivered to such agent
at its address for the time being. Each of the parties with an address outside
England irrevocably undertakes not to revoke the authority of the above agent
and if, for any reason, the Joint Global Co-ordinators (for themselves or on
behalf of the Indemnified Persons) request such party to do so it shall
promptly appoint another such agent with an address in England and advise each
of them. If, following such request, the relevant party fails to appoint
another agent, the Joint Global Co-ordinators shall be entitled to appoint one
on the relevant party’s behalf and at such party’s expense. 


29.7 The
Company agrees to appoint an agent for service of process in any Foreign
Jurisdiction other than England in which any other party is subject to legal
suit, action or proceedings based on or arising under this Agreement within 14
days of receiving written notice of such legal suit, action or proceedings and the
request to appoint such agent for service. In the event that the Company does
not appoint such an agent within 14 days of the notice requesting it to do so,
such other party may appoint a commercial agent for service for the Company on
the Company’s behalf and at the Company’s expense and the Company agrees that
subject to being notified of such appointment in writing, service upon such
commercial agent will constitute service upon the Company. 


IN WITNESS WHEREOF this Agreement has been duly executed
under hand by the Company, each Bank and the Co-Bookrunner or their duly
authorised attorneys the day and year first above written. 






SCHEDULE 1 

NEW SHARES TAKEN UP


1. Subject to
paragraph 2 below, in this schedule MTM
instruction means a many to many instruction which: 


	
  

 	
  

 
	
 (a)

 	
 on its
 settlement has the effect as described in paragraph 2.2.2 of Part VIII of the
 Prospectus; 

 
	
  

 	
  

 
	
 (b)

 	
 has been
 properly authenticated in accordance with Euroclear’s specifications as
 referred to in that paragraph; and 

 
	
  

 	
  

 
	
 (c)

 	
 contains the
 information required by that paragraph. 

 



2. The Company
may in its sole discretion treat an MTM instruction which constitutes a
properly authenticated dematerialised instruction (the first instruction) as not constituting a
valid acceptance in accordance with paragraph 2.2.2(iii) of Part VIII of the
Prospectus if at the time at which the Registrar receives a properly
authenticated dematerialised instruction giving details of the first
instruction, the Company or the Registrar has received actual notice from
Euroclear of any of the matters specified in regulation 35(5)(a) of the
Regulations in relation to the first instruction. 


3. A New Share
shall, for the purposes of this Agreement, be treated as having been taken up if: 


	
  

 	
  

 	
  

 
	
 (a)

 	
 the New
 Share in nil paid form is in certificated form and the following requirements
 have been satisfied by 11.00 a.m. on the Acceptance Date: 

 
	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 a
 Provisional Allotment Letter relating to that New Share has been lodged for
 acceptance by the person to whom it was provisionally allotted or by a
 renouncee of the right to accept allotment together with a cheque or other
 remittance for the full amount payable in respect of that New Share, in
 accordance with the terms of the Prospectus and the Provisional Allotment Letter
 (or the Company exercises any discretion it has in the Prospectus to treat
 the Provisional Allotment Letter as binding notwithstanding it does not meet
 these requirements); and 

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 the Company
 has not, with the Joint Bookrunners’ and Joint Sponsors’ consent, rejected
 the Provisional Allotment Letter for any reason; and 

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 the
 Receiving Agent has not been notified that the cheque or other remittance has
 not been accepted by the drawee on first presentation. 

 
	
  

 	
  

 	
  

 
	
 (b)

 	
 the New
 Share in nil paid form is in uncertificated form and:

 
	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 an MTM
 instruction in respect of those New Shares settles by 11.00 a.m. on the
 Acceptance Date; or

 











	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 an MTM
 instruction in respect of those New Shares constitutes a valid acceptance in
 accordance with paragraph 2.2.2(iii) of Part VIII of the Prospectus and
 settles by 11.00 a.m. on the Acceptance Date; or 

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 the
 following has occurred: 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (A)

 	
 an MTM
 instruction in respect of those New Shares constitutes a valid acceptance in
 accordance with paragraph 2.2.2(iii) of Part VIII of the Prospectus; and 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (B)

 	
 the MTM
 instruction has not settled by 11.00 a.m. on the Acceptance Date (or by such
 later time or date as the Company and the Joint Bookrunners and Joint
 Sponsors decide); and 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (C)

 	
 the Company
 is not entitled to assume, in accordance with sub-paragraph (vii) of
 paragraph 2.2.2 of Part VIII of the Prospectus, that there has been a breach
 of any of the representations, warranties or undertakings set out or referred
 to in sub-paragraph (iv) of paragraph 2.2.2 of Part VIII of the Prospectus
 because it is aware of a reason outside the control of the CREST member or
 CREST sponsor that sent the MTM instruction for its failure to settle; or 

 






	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (iv)

 	
 the
 following has occurred: 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (A)

 	
 an MTM
 instruction in respect of those New Shares constitutes a valid acceptance in
 accordance with paragraph 2.2.2(iii) of Part VIII of the Prospectus;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (B)

 	
 the MTM has
 not settled by 11.00 a.m. on the Acceptance Date (or by such later time or
 date as the Company and the Joint Sponsors decide); and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (C)

 	
 the Company
 is entitled to assume, in accordance with sub-paragraph (vii) of paragraph
 2.2.2 of Part VIII of the Prospectus, that there has been a breach of any of
 the representations, warranties or undertakings set out or referred to in
 sub-paragraph (iv) of paragraph 2.2.2 of Part VIII of the Prospectus because
 it is not aware of a reason outside the control of the CREST member or CREST
 sponsor that sent the MTM instruction for its failure to settle; but 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (D)

 	
 the Company
 nevertheless exercises its discretion to treat as valid the acceptance
 constituted by the MTM instruction; or 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (v)

 	
 an MTM
 instruction in respect of those New Shares does not constitute a valid
 acceptance in accordance with paragraph 2.2.2(iii) of Part VIII of the
 Prospectus but the Company nevertheless exercises its discretion to treat as
 valid the acceptance constituted by the MTM instruction; or 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (vi)

 	
 a Director
 has irrevocably undertaken to the Company to subscribe for such New Share. 

 










4. For the
avoidance of doubt, the Joint Bookrunners and the Underwriters have no
liability or obligation under this Agreement in relation to any New Shares if
the New Shares in nil paid form are in certificated form and: 


	
  

 	
  

 
	
 (a)

 	
 the
 Receiving Agent has determined in relation to an acceptance of any
 Provisional Allotment Letter by 11.00 a.m. on the Acceptance Date that there
 has been a failure to satisfy the verification of identity requirements for
 the purposes of the Money Laundering Regulations 2003 or the Money Laundering
 Regulations 2007, as applicable, in the manner contemplated in the Press
 Announcement, the Prospectus and the Provisional Allotment Letter; or 

 
	
  

 	
  

 
	
 (b)

 	
 the cheque
 or other remittance returned with the relevant Provisional Allotment
 Letter(s) relating to such New Shares is dishonoured after 11.00 a.m. on the
 Acceptance Date unless the Joint Bookrunners have each been notified that the
 cheque or other remittance has been dishonoured prior to the Receiving Agent
 informing the Joint Bookrunners of the number of New Shares not taken up. 

 



5. If (but
only if) the parties so agree, New Shares will be deemed to have been taken up
by 11.00 a.m. on the Acceptance Date if the New Shares in nil paid form are in
certificated form and: 


	
  

 	
  

 
	
 (a)

 	
 a cheque or
 other remittance for the full amount payable in respect of those New Shares
 (and whether or not the cheque or other remittance is honoured) is received
 by 11.00 a.m. on the Acceptance Date from an authorised person (as defined in
 the FSMA) identifying those New Shares and agreeing to lodge the relevant
 Provisional Allotment Letter properly completed in due course; or 

 
	
  

 	
  

 
	
 (b)

 	
 the relevant
 Provisional Allotment Letter and a cheque or other remittance for the full
 amount payable in respect of those New Shares (and whether or not the cheque
 or other remittance is honoured) are received by 11.00 a.m. on the first
 Dealing Day after the Acceptance Date by post and the cover bears a legible
 postmark of not later than 11.00 a.m. on the Acceptance Date. 

 



6. If the
parties decide to extend the time for settlement of MTM instructions in
accordance with paragraphs 3(b)(iii)(B) or 3(b)(iv)(B), the Company shall
forthwith ask Euroclear not to disable the Nil Paid Rights until the end of
that extension. 


7. As soon as
practicable after 11.00 a.m. on the Acceptance Date and by not later than 2.30
p.m. on the Acceptance Date, the Company shall, following consultation with the
Underwriters, exercise its discretion in paragraphs 3(b)(iv)(D) or 3(b)(v)
reasonably. 


8. If the
Company accepts: 


	
  

 	
  

 
	
 (a)

 	
 an
 alternative properly authenticated dematerialised instruction from a CREST
 member or (where applicable) a CREST sponsor in accordance with paragraph
 2.2.2(vii)(C) of Part VIII of the Prospectus; or 

 
	
  

 	
  

 
	
 (b)

 	
 an
 alternative instruction or notification from a CREST member or CREST
 sponsored member or (where applicable) a CREST sponsor in accordance with
 paragraph 2.2.2(vii)(e) of Part VIII of the Prospectus, 

 










as constituting
a valid acceptance in respect of any New Shares, those New Shares are deemed to
have been taken up.






SCHEDULE 2 

DELIVERY OF DOCUMENTS


Part A


Immediately
after execution of this Agreement and, in any event, before the release of the
Press Announcement and before publishing and despatching the Circular and the
Prospectus, the Company shall deliver to each Bank: 


1. A certified
copy of the Circular and Prospectus bearing evidence of the formal approval of
the UK Listing Authority, pursuant to the Listing Rules and the Prospectus
Rules. 


2. A completed
‘Form A’, to be submitted to the FSA in accordance with paragraph 3.1.1(1) of
the Prospectus Rules for approval of a prospectus in accordance with Part VI of
the FSMA. 


3. A certified
copy of any press release relating to the posting of the Circular or the
Prospectus. 


4. An original
letter in the agreed form to the Joint Sponsors from the Company to be dated
the date of the Prospectus, addressing the following: (i) paragraphs 8.3.4,
8.4.8 and 8.4.9 and 8.4.12 and 8.4.13 of the Listing Rules; and (ii) the
adequacy of the Company’s working capital, duly signed by the Company. 


5. An original
letter in the agreed form to the Joint Sponsors from the Company to be dated
the date of the Prospectus, confirming that: (i) there has been no significant
change in the financial and trading position, including the indebtedness
position, of the Group since the Accounts Date; and (ii) the proper extraction
of the financial information in the Prospectus and incorporated by reference
into the Prospectus which relates to the Group. 


6. An original
letter in the agreed form to the Joint Sponsors from the Company’s Counsel to
be dated the date of the Prospectus, relating to paragraphs 8.3.4, 8.4.8, 8.4.9
and 8.4.12 and 8.4.13 of the Listing Rules. 


7. An original
letter in the agreed form to the Joint Sponsors signed by each of the Directors
authorising the publication of the Prospectus, accepting responsibility for
information contained in the Prospectus and any Supplementary Prospectus,
acknowledging their understanding of their responsibilities under the UK
Listing Rules and the Disclosure Rules and Transparency Rules in accordance
with paragraph 8.3.4 of the UK Listing Rules and including a power of attorney
in favour of each of the other Directors. 


8. An original
or certified copy of the Verification Materials dated the date of the
Prospectus and copies of all evidence supporting answers in the notes. 


9. A certified
copy of an extract from the minutes of the meetings of the Board, or a duly
authorised committee thereof, authorising the issue of the Prospectus,
approving the Relevant Documents, this Agreement, the Verification Materials
and (where appropriate) the other documents referred to in this Agreement and
authorising the steps to be taken by the Company in connection with the Rights
Issue and the Share Capital Subdivision, including the execution, delivery and
performance of this Agreement, in the agreed form. 






10. An
original or certified copy of the Working Capital Report, including an opinion
confirming the adequacy of the Company’s working capital, duly signed by the
Auditors, in the form to be agreed, and dated the same date as the Prospectus. 


11. An
original letter in the agreed form duly signed by the Company’s Auditors in
relation to paragraphs 8.4.8(1), 8.4.8(2), 8.4.9(3), 8.4.12 and 8.4.13 of the
UK Listing Rules. 


12. An
original copy of the Profit Forecast Report duly signed by the Auditors and
dated the date of the Prospectus. 


13. An
original letter in the agreed form duly signed by the Auditors and dated the
same date as the Prospectus: 


	
  

 	
  

 
	
 (a)

 	
 in relation
 to the statement of capital and indebtedness included in the Prospectus; 

 
	
  

 	
  

 
	
 (b)

 	
 confirming
 the correct extraction of financial information contained in the Prospectus; 

 
	
  

 	
  

 
	
 (c)

 	
 relating to
 the statement in the Prospectus that there has been no significant change in
 the financial and trading position of the Group; and 

 



14. An
original letter in the agreed form duly signed by the Auditors and dated the same
date as the Prospectus in relation to the tax information included in Part
XVIII of the Prospectus. 


15. An
original letter in the agreed form duly signed by the Auditors and dated the
same date as the Prospectus in relation to the working capital requirements of
the Group for the period to 30 June 2011. 


16. An
original letter in the agreed form duly signed by the Auditors dated the same
date as the Prospectus consenting to the inclusion of the pro forma financial
information report, loss forecast report and of references thereto in the form
and context in which they appear in the Prospectus. 


17. An
original of a SAS 72 letter and a SAS 72 “lookalike” letter duly signed by the
Auditors and dated the same date as the Prospectus. 


18. An
original of a SAS 72 letter and a SAS 72 “lookalike” letter duly signed by KPMG
Audit plc and dated the same date as the Prospectus. 


19. An
original letter in the agreed form duly signed by KPMG LLP dated the same date
as the Prospectus regarding the extraction of financial information in respect
of the HBOS Group. 


20. An
original letter in the agreed form duly signed by KPMG LLP dated the same date
as the Prospectus in relation to paragraphs 8.4.8(1), 8.4.8(2) and 8.4.9(3) of
the UK Listing Rules. 


21. An
original CFO certificate duly signed by the CFO of the Company and dated the
same date as the Prospectus. 






22. An
original of a signed Rule 10b-5 disclosure letter of Company’s Counsel dated
the same date as the Prospectus. 


23. An
original of a signed Rule 10b-5 disclosure letter of Underwriters’ Counsel
dated the same date as the Prospectus. 


24. An
original of a signed “no registration” opinion, an “investment company” opinion
and an opinion in relation to United States taxation of Company’s Counsel dated
the same date as the Prospectus. 


25. An
original of a signed “no registration” opinion of Underwriters’ Counsel dated
the same date as the Prospectus. 


26. A
certified copy of each of the other documents stated in the Prospectus and
Circular as being available for inspection. 


27. A
certified copy of an extract from the minutes of the meeting of the Board
appointing any committee such as is referred to in paragraph 9 above. 


28. A copy of
the Form of Proxy. 


29. A copy of
the Provisional Allotment Letter. 


30. A signed
opinion of Company’s Counsel, as English legal advisers to the Company, dated
the same date as the Prospectus. 


31. A signed
opinion of Underwriters’ Counsel, as English legal advisers to the
Underwriters, dated the same date as the Prospectus. 


32. A signed
opinion of Maclay Murray and Spens LLP, as Scottish legal advisers to the
Company, dated the same date as the Prospectus. 


33. A
certified copy of a Memorandum of advice reminding the Directors of their
responsibilities as directors of a listed company. 


34. A
certified copy of a Memorandum of advice reminding the Directors of their
potential liabilities in connection with an offer of shares to be admitted to
the Official List. 


The Company is
entitled to request that the Joint Global Co-ordinators agree (such agreement
not to be unreasonably withheld or delayed) that the delivery of any of the
documents referred to in this Part A of Schedule 2 may be deferred and/or
substituted with another document in a form reasonably satisfactory to the
Joint Global Co-ordinators, it being understood that the form of any such
deferred and/or substituted document will, if applicable, take account of the
effect of any MAC Event or Material Adverse Effect that may have occurred on or
prior to the date on which the relevant document is to be delivered. 


Part B


1. Joint
Sponsors’ Declaration to the FSA as required by Listing Rule 8.4.9. 






2. Joint
Sponsors’ Declaration to the FSA as required by Listing Rule 8.4.13. 


3. Declaration
as required by Listing Rule 8.7.12 relating to independence of the Joint
Sponsors. 


4. An original
letter in the agreed form from each of the Banks to the Company duly signed by
the relevant Bank consenting to the issue of the Prospectus with the inclusion
therein of the references to their names in the form and context in which they
appear, and dated the same date as the Prospectus. 


Part C


Immediately
after a Re-Pricing and, in any event, before the release of the Re-Pricing
Press Announcement and before publishing and despatching the Re-Pricing
Disclosure Document, to the extent that such Re-Pricing Disclosure Document
constitutes a Supplementary Prospectus, the Company shall deliver to each Bank:



1. A copy of
the Re-Pricing Disclosure Document bearing, if such document is a Supplementary
Prospectus, evidence of the formal approval of the UK Listing Authority,
pursuant to the Listing Rules and the Prospectus Rules. 


2. A certified
copy of an extract from the minutes of the meetings of the Board, or a duly
authorised committee thereof, authorising the issue of the Re-Pricing
Disclosure Document. 


3. An original
of a signed bring down UK comfort letter from the Auditors dated the date of
the Re-Pricing Disclosure Document. 


4. An original
of a signed bring down SAS 72 letter and SAS 72 “lookalike” letter from the
Auditors dated the date of the Re-Pricing Disclosure Document. 


5. An original
of a signed bring down SAS 72 letter and a SAS 72 “lookalike” letter from KPMG
Audit plc and dated the Re-Pricing Disclosure Document. 


6. An original
of a bring down CFO certificate duly signed by the CFO of the Company. 


7. An original
of a signed Rule 10b-5 disclosure letter of Company’s Counsel dated the same
date as the Re-Pricing Disclosure Document. 


8. An original
of a signed Rule 10b-5 disclosure letter of Underwriters’ Counsel dated the
same date as the Re-Pricing Disclosure Document. 


9. An original
of a signed “no registration” opinion, an “investment company” opinion and an
opinion in relation to United States taxation of Company’s Counsel dated the same
date as the Re-Pricing Disclosure Document. 


10. An
original of a signed “non registration” opinion of Underwriters’ Counsel dated
the same date as the Re-Pricing Disclosure Document. 






11. An
original of a signed letter from the Auditors relating to the declaration
required from the Joint Sponsors pursuant to paragraphs 8.4.8 and 8.4.9 of the
Listing Rules, dated the Re-Pricing Disclosure Document, in a form and
substance satisfactory to the Joint Sponsors. 


12. An
original of a signed letter in the form to be agreed duly signed by KPMG LLP
dated the same date as the Re-Pricing Disclosure Document regarding the
accuracy of extraction of financial information in respect of the HBOS Group. 


13. An
original of a signed letter in the form to be agreed duly signed by the KPMG
LLP dated the same date as the Re-Pricing Disclosure Document in relation to
paragraphs 8.4.8(1), 8.4.8(2) and 8.4.9(3) of the UK Listing Rules. 


14. An
original letter in the agreed form from the Company to the Joint Sponsors to be
dated the date of the Re-Pricing Disclosure Document, relating to paragraphs
8.3.4, 8.4.8 and 8.4.9 of the Listing Rules and confirming the Company can give
the statement that there has been no significant change in the financial and
trading position (including indebtedness). 


15. An
original of a signed letter to the Joint Sponsors from the Company’s Counsel
relating to paragraphs 8.3.4, 8.4.8 and 8.4.9 of the Listing Rules, dated the
date of the Re-Pricing Disclosure Document. 


16. An
original of a signed opinion of Company’s Counsel as to matters of English law
dated the date of the Re-Pricing Disclosure Document. 


17. An
original of a signed opinion of Underwriters’ Counsel as to matters of English
law dated the date of the Re-Pricing Disclosure Document. 


18. An
original of a signed opinion of Maclay Murray and Spens LLP, as Scottish legal
advisers to the Company, as to matters of Scottish law dated the date of the
Re-Pricing Disclosure Document. 


19. An
original letter in the form of Schedule 4 signed by a director or secretary of
the Company authorised to do so. 


Immediately
after a Re-Pricing and, in any event, before the release of the Re-Pricing
Press Announcement and before publishing and despatching the Re-Pricing
Disclosure Document, to the extent that such Re-Pricing Disclosure Document
constitutes a pricing statement, the Company shall deliver to each Bank: 


1. A copy of
the Re-Pricing Disclosure Document. 


2. A certified
copy of an extract from the minutes of the meetings of the Board, or a duly authorised
committee thereof, authorising the issue of the Re-Pricing Disclosure Document.



The Company is
entitled to request that the Joint Global Co-ordinators agree (such agreement
not to be unreasonably withheld or delayed) that the delivery of any of the
documents referred to in this Part C of Schedule 2 may be deferred and/or
substituted with another document in a form reasonably satisfactory to the
Joint Global Co-ordinators, it being understood that the form of any such
deferred and/or substituted document will, if applicable, take account of the 






effect of any
MAC Event or Material Adverse Effect that may have occurred on or prior to the
date on which the relevant document is to be delivered. 


Part D


Following the
passing of the Resolutions and the Share Capital Reorganisation Resolutions,
and prior to Admission, the Company shall deliver to each Bank: 


1. A copy of
the signed application for admission of the New Shares to the Official List
certified by a Director or the Secretary of the Company. 


2. A copy of
the signed application for admission to trading issued by the London Stock
Exchange certified by a Director or the Secretary of the Company (Form 1 of the
Admission and Disclosure Standards). 


3. A certified
copy of the passporting confirmation for the Prospectus issued by the competent
authority in the Relevant Member State into which the Prospectus is being
passported. 


4. A copy of
the security application forms in respect of the Ordinary Shares, Nil Paid
Rights and the Fully Paid Rights that have been given to Euroclear. 


5. A certified
copy of the Resolutions and any other ordinary or special resolutions of the
Company in general meeting authorising the Directors under section 551 of the
Companies Act to allot the New Shares. 


6. A certified
copy of the Share Capital Reorganisation Resolutions. 


7. A certified
copy of the resolution of the Board provisionally allotting the New Shares as
referred to in Clause 6.1 of the Underwriting Agreement and approving and
authorising the despatch or publication of the Provisional Allotment Letters. 


8. An original
of a signed opinion of Company’s Counsel, as English legal advisers to the
Company, in the form to be agreed dated the same date as Admission. 


9. An original
of a signed opinion of Underwriters’ Counsel, as English legal advisers to the
Underwriters, dated the same date as Admission. 


10. An
original of a signed opinion of Maclay Murray and Spens LLP, as Scottish legal
advisers to the Company, as to matters of Scottish law dated the same date as
Admission. 


11. An
original of a signed Rule 10b-5 bring down disclosure letter of Company Counsel
in the form to be agreed dated the date of Admission. 


12. An
original of a signed Rule 10b-5 bring down disclosure letter of Underwriters’
Counsel in the form to be agreed dated the date of Admission. 


13. An
original of a signed bring-down letter of the Auditors in the agreed form. 






14. An
original of a bring down SAS 72 letter and SAS 72 “lookalike” letter from the
Auditors dated the date of Admission. 


15. An
original of a bring down SAS 72 letter and a SAS 72 “lookalike” letter from
KPMG Audit plc dated the date of Admission. 


16. An
original of a bring down CFO certificate duly signed by the CFO of the Company.



17. A
certified copy of the CREST enablement letter confirming that the conditions
for admission of the New Shares to CREST are satisfied. 


18. An
original letter in the form of Schedule 4 of the Underwriting Agreement signed
by a director or secretary of the Company authorised to do so. 


19. An
original of a signed bring-down “no registration” opinion of Underwriters’
Counsel dated the same date as Admission. 


20. An
original of a signed bring-down “no registration” opinion, an “investment
company” opinion and an opinion in relation to United States taxation of
Company’s Counsel dated the same date as Admission. 


21. An
original letter in the form of Schedule 4 signed by a director or secretary of
the Company authorised to do so. 


The Company is
entitled to request that the Joint Global Co-ordinators agree (such agreement
not to be unreasonably withheld or delayed) that the delivery of any of the
documents referred to in this Part D of Schedule 2 may be deferred and/or
substituted with another document in a form reasonably satisfactory to the Joint
Global Co-ordinators, it being understood that the form of any such deferred
and/or substituted document will, if applicable, take account of the effect of
any MAC Event or Material Adverse Effect that may have occurred on or prior to
the date on which the relevant document is to be delivered. 


Part E


Before
despatching and publishing any Supplementary Prospectus, the Company shall
deliver to each Bank: 


1. An original
of a signed bring-down UK comfort letter from the Auditors dated the date of
such Supplementary Prospectus. 


2. A certified
copy of the minutes of the meetings of the Board, or a duly authorised
committee thereof, authorising the issue of the Supplementary Prospectus. 


3. An original
of a SAS 72 letter and a SAS 72 “lookalike” letter duly signed by the Auditors
and dated the same date as the Supplementary Prospectus. 


4. An original
of a bring down SAS 72 letter and a SAS 72 “lookalike” letter from KPMG Audit
plc and dated the same date as the Supplementary Prospectus 


5. An original
of a bring down CFO certificate duly signed by the CFO of the Company. 






6. An original
of a signed letter from the Auditors relating to the declaration required from
the Joint Sponsors pursuant to paragraphs 8.4.8 and 8.4.9 of the Listing Rules,
dated the date of such Supplementary Prospectus, in a form and substance
satisfactory to the Joint Sponsors. 


7. An original
of a signed letter in the form to be agreed duly signed by KPMG LLP dated the
same date as such Supplementary Prospectus regarding the accuracy of extraction
of financial information in respect of the HBOS Group. 


8. An original
of a signed letter in the form to be agreed duly signed by the KPMG LLP dated
the same date as such Supplementary Prospectus in relation to paragraphs
8.4.8(1), 8.4.8(2) and 8.4.9(3) of the UK Listing Rules. 


9. An original
letter in the agreed form from the Company to the Joint Sponsors to be dated
the date of such Supplementary Prospectus, relating to paragraphs 8.3.4, 8.4.8
and 8.4.9 of the Listing Rules and confirming the Company can give the
statement that there has been no significant change in the financial and
trading position (including indebtedness). 


10. An
original of a signed “no registration” opinion, an “investment company” opinion
and an opinion in relation to United States taxation of Company’s Counsel dated
the same date as the Supplementary Prospectus. 


11. An
original of a signed “no registration” opinion of Underwriters’ Counsel dated
the same date as the Supplementary Prospectus. 


12. An
original of a signed Rule 10b-5 disclosure letter of each of Company’s Counsel
and Underwriters’ Counsel dated the date of such Supplementary Prospectus. 


13. An
original of a signed Rule 10b-5 disclosure letter of Underwriters’ Counsel
dated the same date as the Supplementary Prospectus. 


14. An
original of a signed opinion of Company’s Counsel as to matters of English law
dated the date of such Supplementary Prospectus. 


15. An
original of a signed opinion of Underwriters’ Counsel as to matters of English
law dated the date of such Supplementary Prospectus. 


16. An
original of a signed opinion of Maclay Murray and Spens LLP, as Scottish legal
advisers to the Company, as to matters of Scottish law dated the date of the
Supplementary Prospectus. 


17. An
original letter in the agreed form from the Company’s Counsel to the Joint
Sponsors dated the date of such Supplementary Prospectus, relating to
paragraphs 8.3.4, 8.4.8 and 8.4.9 of the Listing Rules. 


18. An
original letter in the form of Schedule 4 signed by a director or secretary of
the Company authorised to do so. 


The Company is
entitled to request that the Joint Global Co-ordinators agree (such agreement
not to be unreasonably withheld or delayed) that the delivery of any of the
documents referred 






to in this
Part E of Schedule 2 may be deferred and/or substituted with another document
in a form reasonably satisfactory to the Joint Global Co-ordinators, it being
understood that the form of any such deferred and/or substituted document will,
if applicable, take account of the effect of any MAC Event or Material Adverse
Effect that may have occurred on or prior to the date on which the relevant
document is to be delivered. 


Part F


On or prior to
the Settlement Date the Company shall deliver to each Bank: 


1. An original
of a signed bring-down UK comfort letter from the Auditors dated the date that
the Joint Bookrunners, in accordance with Clause 8.4, procure subscribers for
Underwritten Shares not taken up; 


2. An original
of a signed SAS 72 letter and a SAS 72 “lookalike” letter duly signed by the
Auditors and dated the Settlement Date. 


3. An original
of a signed bring down SAS 72 letter and a SAS 72 “lookalike” letter from KPMG
Audit plc dated the Settlement Date. 


4. An original
of a bring down CFO certificate duly signed by the CFO of the Company and dated
the Settlement Date. 


5. An original
of a signed opinion of Company’s Counsel as to matters of English law dated the
date of the Settlement Date. 


6. An original
of a signed opinion of Underwriters’ Counsel as to matters of English law dated
the date of the Settlement Date. 


7. An original
of a signed Rule 10b-5 disclosure letter of each of Company’s Counsel and
Underwriters’ Counsel dated as of the Settlement Date and referring to the Time
of Sale and the Settlement Date. 


8. An original
of a signed “no registration” opinion, an “investment company” opinion and an
opinion in relation to United States taxation of Company’s Counsel dated as of
the Settlement Date. 


9. An original
of a signed “no registration” opinion of Underwriters’ Counsel dated as of the
Settlement Date. 


10. An
original of a letter in the form of Schedule 4 signed by a director or
secretary of the Company authorised to do so. 


The Company is
entitled to request that the Joint Global Co-ordinators agree (such agreement
not to be unreasonably withheld or delayed) that the delivery of any of the
documents referred to in this Part F of Schedule 2 may be deferred and/or
substituted with another document in a form reasonably satisfactory to the
Joint Global Co-ordinators, it being understood that the form of any such
deferred and/or substituted document will, if applicable, take account of the
effect of any MAC Event or Material Adverse Effect that may have occurred on or
prior to the date on which the relevant document is to be delivered. 






SCHEDULE 3

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS


 1. Compliance  


1.1 Each Group
company, other than those undertakings in which the Company holds a proportion
of the capital that is not likely to have a significant effect on the
assessment of its own assets and liabilities, financial position or profits and
losses, has been duly incorporated and is validly existing as a company with
limited liability under the laws of the country of its incorporation with full
corporate power and authority to own, lease and operate the properties which it
owns, leases and operates and to own its other assets and carry on its business
as presently carried on in all material respects and as intended to be carried
on as described in the Prospectus. 


1.2 Each Group
company has conducted its business in all material respects in accordance with
all applicable laws and regulations of the United Kingdom and all relevant
foreign countries or authorities, and there is no order, decree or judgment of
any court or any governmental or other competent authority or agency of the
United Kingdom or any foreign country outstanding against any Group company or
any person for whose acts any Group company is vicariously liable, except for
such orders, decrees or judgments, that, either singly or in the aggregate,
would not result in a Material Adverse Effect. 


1.3 All
licences, permissions, authorisations and consents which are material for
carrying on the business of the Group have been obtained and are in full force
and effect and, so far as the Company is aware, there are no circumstances
which might lead to any of such licences, permissions, authorisations and
consents being revoked, suspended, varied or refused renewal. 


1.4 All sums
due in respect of the issued share capital of the Company at the date of this
Agreement have been paid to and received by the Company. None of the owners or
holders of any of the share capital of the Company shall, with effect from
Admission, have any pre-emptive or other rights, in his capacity as such, in
relation to the Group other than as set out in the memorandum and articles of
association of the Company. 


1.5 The
Company is the beneficial owner free from all Adverse Interests of the shares
it holds in each Group company. 


1.6 The
Company and the Directors have at all times complied with the provisions of the
Company’s memorandum and articles of association (save in relation to the offer
of Ordinary Shares to certain holders of Limited Voting Shares pursuant to the
placing and open offer agreement dated 13 October 2008 and the open offer
agreement dated as of 7 March 2009, as amended and restated as at 20 March 2009
and as at 18 May 2009) and the Companies Act and, subject to the passing of the
Resolutions and the Share Capital Reorganisation Resolutions, have or will have
the right, power and authority under the memorandum and articles of association
of the Company, or pursuant to resolution passed in general meeting, to enter
into and perform this Agreement (including, without limitation, the power to
pay commissions, fees, costs and expenses provided for in this Agreement), to
effect the Share Capital Subdivision, to make the Rights Issue, to allot and
issue the New Shares in certificated and uncertificated form, to issue the
Relevant Documents in the manner proposed






 without any sanction or consent by members of
the Company or any class of them and to enter into any other agreement in
connection with the Rights Issue or the Share Capital Subdivision to which it
is, or is to be, a party. Subject to Admission, there are no other consents,
authorisations or approvals required by the Company in connection with the
entering into and the performance of this Agreement, and the actions referred
to in this paragraph 1.6 which have not been irrevocably and unconditionally
obtained. The Existing Ordinary Shares are and, following the Share Capital
Subdivision coming into effect, the Ordinary Shares will be, participating
securities in, and have not been suspended from, CREST. 


1.7 The allotment
and issue of the New Shares, the Rights Issue, the Share Capital Subdivision,
the issue and distribution of the Relevant Documents and any other document by
or on behalf of the Company in connection with Admission or the Rights Issue or
the Share Capital Subdivision complies with all agreements to which any Group
company is a party or by which any such Group company is bound and, except
where non-compliance would not, either singly or in the aggregate, result in a
Material Adverse Effect, complies with (a) all applicable laws and regulations
of the United Kingdom (including, without limitation, the Act, the FSMA,
Listing Rules, the Prospectus Rules, the Disclosure Rules and Transparency
Rules, the Admission and Disclosure Standards) and (in all material respects)
with, all applicable laws and regulations of any relevant jurisdiction; and (b)
the memorandum and articles of association of the Company; and does not exceed
or infringe any restrictions or the terms of any contract, indenture, security,
obligation, commitment or arrangement by or binding upon the board of directors
of any Group company or their respective properties, revenues or assets or
result in the implementation of any right of pre-emption or any other material
provision thereof, or result in the imposition or variation of any material
rights or obligations of any Group company, except where such non-compliance
would not, either singly or in the aggregate, result in a Material Adverse
Effect. 


1.8 The
Relevant Documents contain all particulars and information required by, and
comply, in all material respects with the memorandum and articles of
association of the Company, the Companies Act, the FSMA, the Listing Rules, the
Disclosure Rules and Transparency Rules, the Prospectus Rules, all applicable
rules and requirements of the London Stock Exchange and the FSA (in all
material respects) and all other applicable requirements of statute, statutory
regulation or any regulatory body. 


1.9 The New
Shares will, upon allotment, be free from all Adverse Interests and will rank pari passu in all respects with the
existing issued shares in the issued share capital of the Company. 


1.10 The
Company has complied in all material respects with the requirements of
Euroclear and the Uncertificated Securities Regulations 2001. 


1.11 This
Agreement and the other agreements to be entered into by the Company in
connection with Admission, the Rights Issue, the Share Capital Subdivision have
been or will be duly authorised, executed and delivered on behalf of the
Company and assuming due authorisation, execution and delivery by the other
parties thereto, constitute valid and binding obligations of the Company
enforceable against it in accordance with their terms (subject to mandatory
rules of law relating to insolvency and section 117 of the Stamp Act 1891). 






1.12 The
Rights Issue and the Share Capital Subdivision (including without limitation,
the creation, allotment and issue of the New Shares and the publication and
distribution of the Relevant Documents) will be conducted in all material
respects in accordance with the terms and conditions of the Relevant Documents
and the Company has complied and will comply with all laws, rules and
regulations applicable to the Rights Issue and the Share Capital Subdivision in
each jurisdiction in which the New Shares are offered, except where such
non-compliance would not, either singly or in the aggregate, result in a
Material Adverse Effect. 


1.13 Other
than those undertakings in which the Company holds a proportion of the capital
that is not (either singly or in the aggregate) likely to have a significant
effect on the assessment of its own assets and liabilities, financial position
or profits and losses, there are no rights (conditional or otherwise) (i) to
require the issue of any shares or other securities of a Group company
(including without limitation, any loan capital) or securities convertible into
or exchangeable for, or warrants, rights or options to purchase, or
obligations, commitments or intentions to create the same or (ii) other than:
(a) in accordance the registration rights agreement entered into between HM
Treasury and the Company on 12 January 2009 and as amended and restated on 11
June 2009 and the resale rights agreement entered into between HM Treasury and
the Company on 11 June 2009; (b) in accordance with alternative cash settlement
mechanisms or principal stock settlement features on capital instruments issued
by members of the Group; or (c) other than in respect of the Group’s
obligations to the holders of Limited Voting Shares, to sell or otherwise
dispose of any shares or other securities of a Group company (other than to
another Group, company, as the case may be) which are outstanding and in force.



1.14 No member
of the Group or any person acting on its behalf has taken, directly or
indirectly, any action designed to or which has constituted or which might
reasonably be expected to cause or result in stabilisation or manipulation of
the price of any security of the Company. 


1.15 The
Company has not paid or agreed to pay to any person any compensation for
soliciting another to purchase any New Shares (except as contemplated in this
Agreement). 


2. Relevant Documents  


2.1 None of
the Relevant Documents contains any untrue statement of a material fact or omit
to state any material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading in any
material respect. 


2.2 All
expressions of opinion, intention, belief or expectation contained in any
Relevant Document are truly and honestly held by the Directors, are fairly
based and have been made on reasonable grounds after due and careful
consideration and enquiry. 


2.3 There are
no facts or matters known, or which could on reasonable enquiry have been
known, to the Company or any of the Directors omitted from any Relevant
Document, the omission of which would make any statement of fact or expression
of opinion, intention or expectation contained in a Relevant Document
misleading in any material respect. 






2.4 Having
regard to the particular nature of the Company and the Group and the Company’s
share capital and the other matters referred to in section 87A of the FSMA, the
Prospectus contains all information about the Group which is or would be
reasonably likely to be material for disclosure to potential investors and
their professional advisers and which they would reasonably require and
reasonably expect to find there for the purpose of making an informed
assessment of the matters specified in section 87A(2) of the FSMA. 


2.5 There is
no fact or circumstance which is not disclosed with sufficient prominence in
the Prospectus which ought to be taken into account by the UK Listing Authority
in considering the application for listing of the New Shares. 


2.6 All
information provided by the Company, its subsidiary undertakings or any of its
or their officers or employees to the Banks and/or the Auditors in connection
with its organised due diligence enquiries or similar requests for information has
been supplied in good faith and such information was when supplied, and
remains, true and accurate in all material respects and no further information
requested has been withheld, the absence of which would be reasonably likely to
be considered to be material to such due diligence enquiries or requests for
information. 


3. Previous announcements  


With respect
to all Previous Announcements, all statements of fact contained therein were at
the date of the relevant Previous Announcement and, save to the extent
corrected or amended in any document or announcement issued or made by or on
behalf of the Company or any member of the Group subsequent thereto, remain
true and accurate in all material respects and not misleading in any material
respect and all estimates, expressions of opinion or intention or expectation
of the Directors contained therein were made on reasonable grounds and were
honestly held by the Directors and were fairly based and there were no facts
known (or which could on reasonable enquiry have been known by the Directors)
the omission of which would make any statement of fact or estimate or statement
or expression of opinion, intention or expectation in any of the Previous
Announcements misleading in any material respect and all Previous Announcements
complied with the memorandum and articles of association of the Company in all
material respects, the Listing Rules, the Disclosure Rules and Transparency
Rules, the Prospectus Rules, the Companies Act, the FSMA, all applicable rules
and requirements of the London Stock Exchange and the FSA and (in all material
respects) all other applicable requirements of statute, statutory regulation or
any regulatory body. 


4. Derogation  


Each
statement, if any, made by or on behalf of the Company (and of which the
Company is aware) in connection with any application to the London Stock
Exchange or the UK Listing Authority for information to be omitted from the
Prospectus is true, complete and accurate and not misleading in any material
respect. There is no information which has not been disclosed in writing to the
London Stock Exchange or the UK Listing Authority in connection with such an
application which by its omission makes such a statement untrue, inaccurate or
misleading in any material respect. 






 5. Accounts  


	
  

 	
  

 
	
 5.1 The Accounts
 incorporated by reference into the Prospectus:

 
	
  

 	
  

 
	
 (a)

 	
 have been
 prepared and audited in accordance and comply with IFRS, the Companies Act
 and all applicable laws and regulations; 

 
	
  

 	
  

 
	
 (b)

 	
 give a true
 and fair view of the financial condition and of the state of affairs of the
 Company and the Group as at the end of each of the relevant financial periods
 (including the Accounts Date) and of the profit, loss, cash flow and changes
 in equity of the Company and the Group; and 

 
	
  

 	
  

 
	
 (c)

 	
 either make
 proper provision for, or, where appropriate, in accordance with IFRS, include
 a note in respect of all material liabilities or commitments, whether actual,
 deferred, contingent or disputed of the Group. 

 
	
  

 	
  

 
	
 5.2 The HBOS
 Accounts incorporated by reference into the Prospectus:

 
	
  

 	
  

 
	
 (a)

 	
 have been
 prepared and audited in accordance and comply with IFRS, the Companies Act
 and all applicable laws and regulations; 

 
	
  

 	
  

 
	
 (b)

 	
 give a true
 and fair view of the financial condition and of the state of affairs of HBOS
 and the HBOS Group as at the end of each of the relevant financial periods
 (including the Accounts Date) and of the profit, loss, cash flow and changes
 in equity of HBOS and the HBOS Group for such periods; and 

 
	
  

 	
  

 
	
 (c)

 	
 either make
 proper provision for, or, where appropriate, in accordance with IFRS, include
 a note in respect of all material liabilities or commitments, whether actual,
 deferred, contingent or disputed of the HBOS Group. 

 



5.3 The
Interim Accounts present fairly the information shown therein and are presented
on a basis consistent with the accounting policies of the Group (subject to the
qualification that they are unaudited) and the consolidated balance sheet, cash
flow statement and income statement for the Group for the six months ended 30
June 2009 have been prepared in accordance with the Disclosure and Transparency
Rules and with IAS 34, Interim Financial Reporting, as adopted by the European
Union and includes a fair review of the information as required by DTR 4.2.7
and DTR 4.2.8, namely an indication of important events that have occurred
during the six months ended 30 June 2009 and their impact on the condensed
interim financial statements, and a description of the principal risks and
uncertainties for the remaining six months of the financial year, and material
related party transactions in the six months ended 30 June 2009 and any
material changes in the related party transactions described in the Company’s
annual report for the financial year ended 31 December 2008. 


5.4 The pro
forma financial information on the Group set out in the Prospectus has been
duly and carefully prepared on the bases set out in Part XVI of the Prospectus
in accordance with the Prospectus Rules and is presented on a basis consistent
with the accounting policies normally applied by the Company for the period
ended 30 June 2009. 


5.5 The
summary and selected financial information on the Group set out in the
Prospectus has been duly and carefully extracted from the Accounts and the
Interim Accounts 






(as
applicable) and has been properly compiled on a basis consistent with the
accounting policies applied in the Accounts and the Interim Accounts (as
applicable). 


5.6 The
capitalisation and indebtedness table set out in the Prospectus has been
properly compiled on a basis that is consistent with the accounting policies
applied in the Accounts. 


5.7 No Group
company has any off balance sheet financing, investment or liability material
for disclosure in the Prospectus that is not so fairly disclosed. 


5.8 The
Directors have established procedures which provide a reasonable basis for them
to make proper judgements on an ongoing basis as to the financial position and
prospects of the Company and the Group. 


5.9 There are
no, and during the past four years have been no (i) material weaknesses in the
Company’s internal controls over financial reporting (whether or not
remediated) of the Company or the Group, (ii) changes in the Company’s internal
controls over financial reporting of the Company or the Group that has
materially adversely affected, or would be reasonably likely to materially
adversely affect, the Company’s internal controls over financial reporting of
the Company or the Group; or (iii) fraud that involves any current member of
management of the Company or (so far as the Company is aware) of any member of
the Group and no material fraud that involves any employee of the Company or
(so far as the Company is aware) of any member of the Group. 


6. Position Since Accounts Date  


6.1 So far as
the Company is aware, since the Accounts Date: 


	
  

 	
  

 
	
 (a)

 	
 each Group
 company has carried on its respective business in the ordinary course in all
 material respects, and there has been no Material Adverse Effect; 

 
	
  

 	
  

 
	
 (b)

 	
 there has
 been no impairment or charges in respect of any assets of the Company or the
 Group, and there has been no increase in the provisions in respect of losses
 in relation to any mortgage, loans or other assets of the Company or of any
 Group company, except in any such case as would not result in a Material
 Adverse Effect; 

 
	
  

 	
  

 
	
 (c)

 	
 save for any
 utilisation by the Company of the short-term liquidity measures being made
 available by the Bank of England (in the form notified by HM Government to
 the European Commission on 13 October 2008 and on 22 December 2008) or of the
 HM Treasury 2008 Credit Guarantee Scheme, no Group company has, otherwise
 than in the ordinary course of business, entered into or assumed or incurred
 any contract, commitment (whether in respect of capital expenditure or
 otherwise), borrowing, indebtedness in the nature of borrowing, guarantee,
 liability (including contingent liability) or any other agreement or
 obligation, except in any such case as would not result in a Material Adverse
 Effect; 

 
	
  

 	
  

 
	
 (d)

 	
 other than
 in the ordinary course of business, no debtor has been released by the
 Company to an extent which (singly or in the aggregate) is material in the
 context of the Rights Issue, underwriting of the Underwritten Shares,
 Admission or post-Admission dealings in the Ordinary Shares on terms that he
 pays less than the book value of his debt and no debt of such material amount
 owing to the Company or 

 













	
  

 	
  

 
	
  

 	
 any Group
 company has been deferred, subordinated or written off or has proven
 irrecoverable to any material extent;

 
	
  

 	
  

 
	
 (e)

 	
 no Group
 company has been involved in any transaction (other than the compensatory
 open offer agreement entered into by the Company on 20 March 2009), which has
 resulted or would be reasonably likely to result (singly or in the aggregate)
 in any material liability for tax on the Company or any Group company other
 than a transaction in the ordinary course of business or a transaction in
 respect of which the liability for tax is provided for or taken into account
 in any provision for tax contained in the Accounts or the Interim Accounts
 incorporated by reference in the Prospectus; and 

 
	
  

 	
  

 
	
 (f)

 	
 no Group
 company has been in default in any material respect under any agreement or
 arrangement to which any Group company is a party and which is or is
 reasonably likely to be material and, so far as the Company is aware, there
 are no circumstances likely to give rise to such default. 

 



7. Working Capital Report  


7.1 All
information supplied by the Company to the Banks and/or the Auditors for the
purposes of the Working Capital Report prepared by the Auditors in connection
with the Rights Issue and in respect of any updates thereto, has been supplied
to them in good faith; and such information was when supplied and remains true
and accurate in all material respects and not misleading in any material
respect, and no information has been withheld the absence of which would be
reasonably likely to have affected the contents of the Working Capital Report. 


7.2 The
Working Capital Report has been approved by the Directors or a duly authorised
committee thereof and the liquidity and funding and regulatory capital
projections contained in the Working Capital Report have been made after due
and careful enquiry and consideration, all statements of fact therein are true
and accurate and not misleading in any material respect, all expressions of
opinion, intention or expectation contained therein will be made on reasonable
grounds after due and careful enquiry and consideration and honestly held by
the Directors and fairly based, there will be no other facts known or which
could on reasonable enquiry have been known to the Company on the date of the
Working Capital Report or the date of the Prospectus or at Admission, the
omission of which would make any such statement or expression in the Working
Capital Report misleading in any material respect, all the bases and
assumptions on which the Working Capital Report is based are reasonable and, so
far as the Company is aware, there are no other assumptions on which the
Working Capital Report ought to have been based which were not made. 


7.3 So far as
the Company is aware, after taking into account existing available bank and
other facilities, the Exchange Offers and the net proceeds of the Rights Issue,
the Group has sufficient working capital for its present requirements, that is,
for at least the next 12 months from the date of this Agreement and the
Prospectus. 






8. Guarantees, indemnities, borrowings and default  


8.1 Save for
(i) guarantees or indemnities given by any Group company in the ordinary course
of business and (ii) any indemnities given by the Company to the Banks, no
Group company has given or has agreed to give any guarantee or indemnity or
similar obligation in favour of a third party and no Group company has any
current or known future liability, howsoever arising except for any guarantees,
indemnities, similar obligations or liabilities that, either singly or in the
aggregate, would not result in a Material Adverse Effect. 


8.2 No event
has occurred nor have any circumstances arisen (and the making and completion
of the Rights Issue, the Share Capital Subdivision and the allotment and issue
of the New Shares will not give rise to any such event or circumstance) so that
any person is or would be entitled, or could, with the giving of notice or
lapse of time or the fulfilment of any condition or the making of any
determination, become entitled, to require repayment before its stated maturity
of, or to take any step to enforce any security for, any indebtedness of any
member of the Group which is material in the context of the Group’s borrowings
or working capital projections and no person to whom any indebtedness, which is
material in the context of the Group’s borrowings, is payable on demand has
demanded or threatened to demand repayment of, or taken or threatened to take
any step to enforce any guarantee, indemnity or other security for, the same. 


8.3 There are
no companies, undertakings, partnerships or joint ventures in existence in
which any Group company has an ownership interest but whose results are not
consolidated with the results of the Group, but whose default would affect the
indebtedness or increase the contingent liabilities of the Group in any
material respect. 


8.4 No event
or circumstance exists, has occurred or arisen or, so far as the Company is
aware, is about to occur which constitutes or results in, or would with the
giving of notice and/or lapse of time and/or the making of a relevant
determination, constitute, or result in, termination of or a default or the acceleration
or breach of any obligation under any agreement, instrument or arrangement to
which any Group company is a party or by which any such Group company or any of
its properties, revenues or assets are bound, which event or circumstance
would, either singly or in the aggregate, result in a Material Adverse Effect. 


9. Taxation


9.1 All
material information, returns, computations and notices of the Group for tax
purposes have been made for all purposes within the requisite period and on a
proper basis and all such information, returns, computations and notices are
up-to-date and correct in all material respects and, so far as the Directors of
the Company are aware, are not the subject of any dispute between the Group, or
claim against the Group, by HMRC or any other taxation authority which is or
would be reasonably likely to be considered material in the context of the
Rights Issue, the underwriting of the Underwritten Shares, Admission or
post-Admission dealings in the Ordinary Shares and, so far as the Directors of
the Company are aware, no enquiry has been raised by HMRC or any other taxation
authority in respect of any member of the Group which is or would be reasonably
likely to be material in the context of the Group. 


9.2 No stamp
duty or stamp duty reserve tax imposed under the law of the United Kingdom is
payable in connection with the allotment, issue and delivery of the New Shares






 by the Company in accordance with the terms
of this Agreement or otherwise in connection with the Rights Issue, save for
any stamp duty or stamp duty reserve tax payable under sections 67, 70, 93 or
96 of the Finance Act 1986 in relation to the issue of the New Shares and save
that no warranty is given in respect of any of such shares or duty or taxes
arising in respect of the allotment and issue of Excess Shares to subscribers
nominated by the Underwriters pursuant to Clause 9.4(f). 


10. Litigation  


10.1 So far as
the Company is aware, no Group company nor any of its officers or agents or
employees is involved in relation to the affairs of any Group company, or has
during the recent past (being not less than 12 months ending on the date of
this Agreement) been involved in any civil, criminal, arbitration,
administrative, governmental or other proceedings or governmental regulatory or
similar investigation or enquiry in relation to the affairs of any Group
company, whether as plaintiff, defendant or otherwise which, by itself or with
other proceedings, would be, or is reasonably likely to be, material in the
context of the Rights Issue, the underwriting of the Underwritten Shares,
Admission or post-Admission dealings in the Ordinary Shares. 


10.2 So far as
the Company is aware, no litigation or arbitration, administrative,
governmental, civil, criminal or other proceedings nor governmental, regulatory
or similar investigation or enquiry are pending or have been threatened by or
against any Group company or any of their respective officers, agents or
employees in relation to the affairs of any Group company and, to the best of
the knowledge, information and belief of the Company and the Directors, there
are no facts or circumstances likely to give rise to any such litigation or
arbitration, administrative, criminal, governmental, civil, or other
proceedings or governmental, regulatory or similar investigation or enquiry, in
each case, to an extent which, by itself or with other proceedings, which would
be, or is reasonably likely to be, material in the context of the Rights Issue,
underwriting of the Underwritten Shares, Admission or post-Admission dealings
in the Ordinary Shares. 


10.3 So far as
the Company is aware, no Group company nor any of its officers or agents or
employees in relation to the affairs of any Group company has been a party to
any undertaking or assurance given to any court or governmental agency or the
subject of any injunction which in any of the foregoing cases is still in force
and which, by itself or with other proceedings, which would be, or is
reasonably likely to be, material in the context of the Rights Issue,
underwriting of the Underwritten Shares, Admission or post-Admission dealings
in the Ordinary Shares. 


10.4 For the
purpose of this paragraph 10.4, proceedings
includes any action by any governmental, public or regulatory authority
(including any investment exchange or any authority or body which regulates
investment business or takeovers or which is concerned with regulatory,
licensing, competition, taxation matters or matters concerning Intellectual
Property Rights). 


 11. Intellectual Property  


11.1 Except to
an extent that would not (singly or in the aggregate) be material in the
context of the Rights Issue, the underwriting of the Underwritten Shares,
Admission or 






post-Admission
dealings in the Ordinary Shares, the Group does not infringe the Intellectual
Property Rights of any third party nor so far as the Company is aware does any
third party infringe the Intellectual Property Rights owned or used by the
Group. 


11.2 All
material Intellectual Property Rights used by the Group are either legally or
beneficially owned by the Group in all material respects or are used under a
licence and are not subject to any Adverse Interests to an extent that would or
might (singly or in the aggregate) be material in the context of the Rights
Issue, the underwriting of the Underwritten Shares, Admission or post-Admission
dealings in the Ordinary Shares. 


11.3 Save as
would not (singly or in the aggregate) be material in the context of the Rights
Issue, the underwriting of the Underwritten Shares, Admission or post-Admission
dealings in the Ordinary Shares, (i) all Intellectual Property Rights
registered in the name of a Group company (if any) are beneficially owned by it
and subsisting and if granted not subject to revocation and (ii) all requisite
registration and renewal fees in respect thereof have been duly and timeously
paid. 


11.4 Save as
would not (singly or in the aggregate) be material in the context of the Rights
Issue, the underwriting of the Underwritten Shares, Admission or post-Admission
dealings in the Ordinary Shares, (i) all Intellectual Property Rights owned and
used or reasonably likely to be used by the Group and capable of legal
protection are subject to appropriate and enforceable protection (including,
where reasonably appropriate, by registration), and (ii) so far as the Company
is aware there is no restriction of the Group’s rights to use any Intellectual
Property Rights owned by or licensed to the Company to engage in any of the
activities presently or proposed to be undertaken by it. 


12. Arrangements with directors
and shareholders  


	
  

 	
  

 
	
 12.1 

 	
  

 
	
  

 	
  

 
	
 (a)

 	
 Other than
 the articles of association of the Company and any service agreement with a
 Director, the deeds of indemnity entered into between the Company and its
 directors and any contracts entered into in the ordinary course of business,
 there are no existing contracts or engagements or other arrangements to which
 any Group company is a party and in which any of the directors of any Group
 company and/or any associate of any of them is interested; and to the extent
 that any such contracts, engagements or other arrangements exist they comply
 with the related party requirements of the Listing Rules of the UK Listing
 Authority (or other relevant regulator); 

 
	
  

 	
  

 
	
 (b)

 	
 other than
 HM Treasury, no Shareholder has any rights, in his capacity as such, in
 relation to the Company other than as set out in the articles of association
 of the Company; 

 
	
  

 	
  

 
	
 (c)

 	
 the Company
 is not aware of any claim, demand or right of action against any Group
 company (otherwise than for accrued remuneration in accordance with their
 contracts of employment by any officer or employee (or former officer or
 employee) of the Group and/or any associate of them in any of the foregoing
 cases), other than any such claims, demands or rights of action which would
 not, either singly or in the aggregate, result in a Material Adverse Effect; 

 













	
  

 	
  

 
	
 (d)

 	
 so far as
 the Company is aware, no Director nor any person connected with such Director
 nor any of the employees of the Group nor any person connected with any such
 employee is in breach of any restrictive covenant, employment agreement or
 contract for services which would, or would be reasonably likely to, affect
 the Company or any other Group company and so far as the Company is aware, there
 are no circumstances which would be reasonably likely to give rise to any
 claim of such a breach or any other dispute with any employer, former
 employer or other person for whom any Director or employee of the Group
 provides or has provided services, except for any such breach or dispute
 which, either singly or in the aggregate, would not result in a Material
 Adverse Effect; and 

 
	
  

 	
  

 
	
 (e)

 	
 (i) no
 Director nor any director of any Group company has given notice of
 termination of his contract of employment, and (ii) no Director nor any
 director of any Group company has indicated an intention to resign except, in
 respect of (i) and (ii) above, where such notice of termination or notice of
 intention to resign would not result in a Material Adverse Effect. 

 
	
  

 	
  

 
	
 12.2

 	
 For the
 purpose of this paragraph 12, associate
 has the meaning:

 
	
  

 	
  

 
	
 (a)

 	
 in the case
 of an individual, given to “connected person” under section 256 of the
 Companies Act; and 

 
	
  

 	
  

 
	
 (b)

 	
 in the case
 of a body corporate, given to “associated company” in sections 416 et seq of the Income and Corporation
 Taxes Act 1988. 

 



13. Competition  


13.1 No Group
company is a party to (or is concerned in) any agreement, arrangement,
concerted practice or course of conduct which infringes, or of which
particulars have or should have been delivered to any relevant governmental or
other authority in any jurisdiction under any relevant legislation in any
territory regarding anti-competitive or restrictive trade or business practices
or which falls within Articles 81 and/or 82 of the EC Treaty, or otherwise, in
any of the foregoing cases to an extent that (singly or in the aggregate)
would, or would be reasonably likely to, be material in the context of the
Rights Issue, the underwriting of the Underwritten Shares, Admission or
post-Admission dealings in the Ordinary Shares. 


13.2 No Group
company is, or has been, in connection with its business or that of any other
Group company, engaged in any practice which contravenes any such legislation
as is referred to in the preceding paragraph or which is under investigation by
any authority referred to in the preceding paragraph or which is the subject of
undertakings to any such authority and, so far as the Company is aware, none of
the practices carried on by any Group company contravenes or may contravene any
such legislation or is reasonably likely to be subject to such investigation,
in any of the foregoing cases to an extent that would, or would be reasonably
likely to, be (singly or in the aggregate) material in the context of the
Rights Issue, the underwriting of the Underwritten Shares, Admission or
post-Admission dealings in the Ordinary Shares. 







14. INSURANCE


The Group is
insured to adequate levels against all risks which the Company reasonably
believes to be commonly insured against by persons carrying on the same or
similar businesses as those carried on by the Group and against all risks
against which the Group could reasonably be expected to insure in the
particular circumstances of the businesses carried on by each Group company,
all such insurances are in full force and effect and to the best knowledge,
information and belief of the Company, there are no circumstances which could
render any such insurances void or voidable and there is no material insurance
claim, pending, threatened or outstanding against any Group company and all
premiums due in respect of such insurances have been duly paid. 


15. INFORMATION TECHNOLOGY 


Save as
otherwise would not (singly or in the aggregate) be material in the context of
the Rights Issue, the underwriting of the Underwritten Shares, Admission or
post-Admission dealings in the Ordinary Shares: 


	
  

 	
  

 
	
 (a)

 	
 systems used
 or planned to be used in connection with the businesses of the Group are all
 the systems required for the present needs of the business of the Group,
 including, without limitation, as to system capacity and ability to process
 current peak volumes and anticipated volumes in a timely manner; 

 
	
  

 	
  

 
	
 (b)

 	
 in the 12
 months prior to the date of this Agreement, the Group not suffered any
 failures or bugs in or breakdowns of any systems used in connection with the
 businesses of the Group which have caused any substantial disruption or
 interruption in or to its use and the Company is not aware of any fact or
 matter which may so disrupt or interrupt or affect the use of such equipment
 following the date of this Agreement on the same basis as it is presently
 used; 

 
	
  

 	
  

 
	
 (c)

 	
 all hardware
 comprised in any systems, excluding any software and any external
 communications lines, used in the businesses of the Group are owned (except
 those items which are subject to finance leases) and operated by and are
 under the control of a Group company and are not wholly or partly dependent
 on any facilities which are not under the ownership, operation or control of
 the Group or (where governed by outsourcing or other similar arrangements)
 are otherwise openly accessible to the Group; and 

 
	
  

 	
  

 
	
 (d)

 	
 each Group
 company is validly licensed to use the software used in its business. 

 



16. RATING  


So far as the
Company is aware, it has not received notice of any intended or potential
downgrading of the rating assigned to any of the Company’s (or any other member
of its Group’s) credit or debt by a ratings agency and (other than awareness of
publicly known general market conditions and speculation) is not aware of a
specific fact, circumstance or condition in respect of itself or any Group
company from which or a combination of any of which, when considered in the
context of current market conditions and speculation in the financial services
sector, it could reasonably expect such a downgrade to be threatened or to 






occur. So far
as the Company is aware, no ratings agency has placed the Company or any Group
company or any of the Company’s or any Group company’s debt on credit watch. 


17. SHARE SCHEMES  


17.1 The
particulars of the employee schemes contained in the Prospectus or any
Supplementary Prospectus and, in particular, the information as to the dates on
which options or other rights may be exercised and the number of options or
other rights granted (conditionally or otherwise) on or before the date of this
Agreement are accurate in all material respects and not misleading in any
material respect. 


17.2 Save as
otherwise would not (singly or in the aggregate) be material in the context of
the Rights Issue, the underwriting of the Underwritten Shares, Admission or
post-Admission dealings in the Ordinary Shares, except for options or other
rights granted under the Company’s approved share option schemes in accordance
with normal practice, there are no arrangements which (contingently or
otherwise) may give rise to an obligation on the Company or any Group company
to allot, issue or grant any relevant securities as contemplated by section 549
of the Companies Act 


18. PENSION SCHEMES  


Save as
otherwise would not (singly or in the aggregate) be material in the context of
the Rights Issue, the underwriting of the Underwritten Shares, Admission or
post-Admission dealings in the Ordinary Shares, the Group is not paying, and is
not under any liability (actual or contingent) to pay or secure (other than by
payment of employers’ contributions under national insurance or social security
legislation), any pension or other benefit on retirement, death or disability
or on the attainment of a specified age or on the completion of a specified
number of years of service. 


19. AGREEMENTS


Otherwise than
arising as a result of ordinary course financing arrangements entered into by
the Group and otherwise as would not (singly or in the aggregate) be material
in the context of the Rights Issue, the underwriting of the Underwritten
Shares, Admission or post-Admission dealings in the Ordinary Shares, other
than: (i) in accordance the registration rights agreement entered into between
HM Treasury and the Company on 12 January 2009 and as amended and restated on
11 June 2009 and the resale rights agreement entered into between HM Treasury
and the Company on 11 June 2009; (ii) in accordance with alternative cash
settlement mechanisms or principal stock settlement features on capital
instruments issued by members of the Group; or (iii) other than in respect of
the Group’s obligations to the holders of Limited Voting Shares, there is no
agreement, undertaking, instrument or arrangement requiring the creation,
allotment, issue, redemption or repayment, or the grant to any person of the
right (whether conditional or not) to require the allotment, issue, redemption
or repayment, of any shares in the capital of a Group company (including,
without limitation, an option or right of pre-emption or conversion). 






20. INSOLVENCY


20.1 No Group
company is unable to pay its debts within the meaning of section 123 of the
Insolvency Act 1986 or is otherwise insolvent except where the inability to pay
any such debt, or such insolvency would not result in a Material Adverse
Effect. 


20.2 No order
has been made, petition presented or resolutions passed for the winding up of
any Group company and no meeting has been convened for the purpose of winding
up any such Group company that, in any such case, would, either singly or in
the aggregate, result in a Material Adverse Effect. No such Group company has
been a party to any transaction which could be avoided in a winding up where
such avoidance would result in a Material Adverse Effect. 


20.3 No steps
have been taken for the appointment of an administrator or receiver (including
an administrative receiver) of all or any part of the assets of any Group
company that, either singly or in the aggregate, would result in a Material
Adverse Effect. 


20.4 By reason
of actual or anticipated financial difficulties, no Group company has commenced
discussions with the FSA, the Bank of England, the European Central Bank or any
other regulatory authority to obtain stand-by or emergency funding (whether by
way of repo transactions or otherwise) or has commenced negotiations with its
creditors or any class of its creditors with a view to rescheduling any of its
indebtedness or has made or proposed any arrangement or composition with its
creditors or any class of its creditors. 


21. REGULATORY


21.1 Each
Group Company required to be licensed (as a bank or otherwise) is duly licensed
in its jurisdiction of incorporation and domicile and, except as would not
reasonably be expected to be material, is duly licensed or authorised in each
other jurisdiction where it is required to be licensed or authorised to conduct
its business as described in the Prospectus. 


21.2 No Group
Company nor any of its officers, in relation to a Group Company, has failed to
comply with any statutory provision or any rules, regulations, directions,
requirements, notices and provisions of the FSA or any other regulatory body
applying to such Group Company in relation to its business including (without
limitation) in respect of the maintenance of its Capital Resources Requirement
and satisfaction of the Overall Financial Adequacy Rule and any equivalent capital
requirements in any other jurisdiction that are applicable to any Group
Company; no obligation has arisen, in relation to a Group Company, in respect
of the general notification requirements under Chapter 15.3 of SUP, save in any
of the foregoing cases to an extent which would not (singly or in the
aggregate) be material in the context of the Rights Issue, the underwriting of
the Underwritten Shares, Admission or post-Admission dealings in the Ordinary
Shares. 


21.3 There are
no facts or circumstances, which have not been included in the Prospectus or
any other information provided to the UK Listing Authority, which would cause
the UK Listing Authority not to be satisfied that the Company’s capital
adequacy is regulated by the FSA or suitably regulated by another regulatory
body. 






21.4 Save as
would not (singly or in the aggregate) be material in the context of the Rights
Issue, the underwriting of the Underwritten Shares, Admission or post-Admission
dealings in the Ordinary Shares, no Group Company is the subject of any
investigation, enforcement action (including, without limitation to vary the
terms of any permission of licence) or disciplinary proceeding by the FSA or
any other regulatory body having jurisdiction over such Group Company, and no such
investigation, enforcement action or disciplinary proceeding is threatened or
pending. 


21.5 Save as
would not (singly or in the aggregate) be material in the context of the Rights
Issue, the underwriting of the Underwritten Shares, Admission or post-Admission
dealings in the Ordinary Shares, the Company is not subject to any special or
additional surveillance by the FSA or to any special or additional reporting
requirements in relation to its assets, liquidity position, funding position or
otherwise and the Company is not subject to any visits, beyond customary
visits, by the FSA. 


21.6 No Group
company is, or has been, in receipt of aid within the meaning of Article 87(1)
of the EC Treaty which has not been notified or which, having been notified,
has been put into effect prior to clearance or which has been found not to be
compatible with the common market. No Group company is aware of any procedure
initiated by the European Commission which is reasonably likely to lead to a
decision addressed to any EU member state that could result in a decision
ordering the recovery of aid from any Group company. 


21.7 No Group
company is aware of any investigation, formal or informal, having been
initiated by the Office of Fair Trading, the European Commission or any agency
responsible for the enforcement of competition law in any territory or
jurisdiction concerning a violation of Section 2 or Section 18 of the
Competition Act 1998, as amended, or Article 81 or Article 82 of the EC Treaty
or any similar or related provision in English or EU law or the law of any
other territory or jurisdiction, except where any such investigation, either
singly or in the aggregate, would not result in a Material Adverse Effect. 


21.8 All
information supplied by the Company to the European Commission in relation to
the matters addressed by the Heads of Terms was when supplied and remains true
and accurate in all material respects and not misleading in any material
respect, and no information has been withheld the absence of which could be
reasonably likely to have affected the contents of such Heads of Terms. 


21.9 The
operations of each Group company are and have been conducted at all times in
compliance with the money laundering statutes of all jurisdictions, the rules
and regulations thereunder and any related or similar rules, regulations or
guidelines, issued, administered or enforced by any governmental agency
(collectively, the Money Laundering Laws)
and no action, suit or proceeding by or before any court or governmental
agency, authority or body or any arbitrator involving any Group company with
respect to the Money Laundering Laws is pending or, to the best knowledge of
the Company, threatened except in any such case for any action, suit or
proceeding which would not, either singly or in the aggregate, result in a
Material Adverse Effect.  


21.10 None of
the Company, any other member of the Group or, to the knowledge of the Company,
any director, officer, agent, employee or affiliate of the Company is currently
subject to any sanctions administered by the U.S. Department of the Treasury or
any similar 






sanctions
imposed by the European Union, the United Nations or any other body,
governmental or other, to which the Company or any of its affiliates is
subject; and the Nil Paid Rights, Fully Paid Rights and New Shares to be issued
in the Rights Issue are not being issued for the purpose of funding any
operations in, financing any investment or activities in or making any payments
to any country or to any person targeted by any U.S. sanctions administered by
the Office of Foreign Assets Control of the U.S. Department of the Treasury. 


21.11 None of
the Company, any other member of the Group or, to the knowledge of the Company,
any director, officer, agent, employee or Affiliate of the Company, is aware of
or has taken any action, directly or indirectly, that could result in a
violation by such persons of the U.S. Foreign Corrupt Practices Act of 1977, as
amended, or the rules and regulations thereunder (the FCPA) (including, without limitation,
making use of the mail or any means or instrument of interstate commerce
corruptly in furtherance of an offer, payment, promise to pay or authorisation
of the payment of any money, or other property, gift, promise to give, or
authorisation of the giving of anything of value to any “foreign official” (as
such term is defined in the FCPA) or any foreign political office, in
contravention of the FCPA), the OECD Convention on Bribery of Foreign Public
Officials in International Business Transactions (the OECD Convention) or any similar law or
regulation, to which the Company, any other member of the Group, any director,
officer, agent, employee of any member of the Group or, to the knowledge of the
Company, any Affiliate is subject; and the Company, each member of the Group
and, to the knowledge of the Company, its Affiliates have conducted their
businesses in compliance with the FCPA, the OECD Convention and any applicable
similar law or regulation and have instituted and maintain policies and
procedures designed to ensure, and which are reasonably expected to continue to
ensure, continued compliance therewith.  


22. PROFIT FORECAST 


22.1 The
forecast loss before tax, before the recognition of negative goodwill, for the
period ending 31 December 2009 set out in Part XVII of the Prospectus
represents the honest belief of the Directors, has been made after due and
careful enquiry by the Company, presents fairly the information shown therein,
has been prepared in accordance with applicable guidelines and rules and has
been properly compiled on the basis set out therein (and the basis of
accounting used is consistent with the accounting policies of the Group) and
the assumptions used in the preparation thereof are reasonable. 


22.2 The
Profit Forecast Report has been approved by the Directors or a duly authorised
committee thereof, and takes into account all material matters and
sensitivities of which the Company is aware concerning the Company, the other
members of the Group or the markets in which any of them is carrying on, or is
expecting to carry on, business. All assumptions on which such projections are
based are set out in the Profit Forecast Report and are reasonable and such
projections take into account all material matters of which the Company is aware
concerning the Company, the other members of the Group or the markets in which
any of them is carrying on, or is expecting to carry on, business and all
factual information supplied to the Auditors by the Company or any other member
of the Group or any of such person’s officers for the purpose of enabling the
Auditors to identify or evaluate the assumptions underlying the relevant
projections is true, accurate and not misleading and all other information
(including any forecast or projection) supplied for that purpose was carefully
prepared and given in good faith. 







23. UNITED STATES SECURITIES REGULATIONS  


23.1 None of
the Company, its affiliates (as defined in Rule 405 under the Securities Act),
or any person acting on its or their behalf (provided that the Company does not
make any representation or warranty with respect to the Banks) has engaged or
will engage in any “directed selling efforts” (within the meaning of Rule
902(c) of Regulation S under the Securities Act) with respect to the New
Shares, the Provisional Allotment Letter, the Nil Paid Rights or the Fully Paid
Rights. 


23.2 The
Company is a “foreign issuer” (as defined in Regulation S under the Securities
Act). 


23.3 The
Company reasonably believes that there is no “substantial US market interest”
(as defined in Rule 902(j) of Regulation S under the Securities Act) in any of
the New Shares, the Provisional Allotment Letter, the Nil Paid Rights or the
Fully Paid Rights or any security of the same class or series as the New
Shares. 


23.4 None of the
Company, its affiliates (as defined under Rule 501(b) under Regulation D under
the Securities Act) or any person acting on its or their behalf (provided that
the Company does not make any representation or warranty with respect to the
Banks) has engaged or will engage in any form of general solicitation or
general advertising (within the meaning of Rule 502(c) of Regulation D under
the Securities Act) in the United States in connection with any offer or sale
of the New Shares, the Provisional Allotment Letter, the Nil Paid Rights or the
Fully Paid Rights or has offered or will offer to sell or solicited or will
solicit offers to by any New Shares, the Provisional Allotment Letter, Nil Paid
Rights or the Fully Paid Rights in any manner involving a public offering in
the United States within the meaning of Section 4(2) of the Securities Act. 


23.5 None of
the Company, its Affiliates or any person acting on behalf of any of them has,
directly or indirectly, (a) made or will make offers or sales of any security,
(b) solicited or will solicit offers or sales by any security, (c) otherwise
negotiated or will negotiate in respect of any security, in any of the
foregoing cases under circumstances that would require the registration of the
New Shares, the Provisional Allotment Letter, the Nil Paid Rights or the Fully
Paid Rights under the Securities Act or (d) taken or will take any other action
that would require the registration of the New Shares, the Provisional
Allotment Letter, the Nil Paid Rights or the Fully Paid Rights under the
Securities Act. 


23.6 The
Company does not believe that it is and does not expect to become (whether as a
result of the receipt and application of the proceeds of the sale of the New
Shares, the Provisional Allotment Letters, the Nil Paid rights, or the Fully
Paid Rights or otherwise) a “passive foreign investment company” within the
meaning of section 1297 of the US Internal Revenue Code of 1986. 


23.7 The
Company is not, and, immediately after giving effect to the offering and sale of
the New Shares, the Provisional Allotment Letters, the Nil Paid rights, or the
Fully Paid Rights and the application of the proceeds thereof as set forth in
the Prospectus will not be, an “investment company” as such term is defined in
the US Investment Company Act of 1940. 






23.8 Other
than HM Treasury, there are no persons with registration rights or other
similar rights to have any shares registered by the Company under the
Securities Act except to the extent that HM Treasury has transferred any of its
registration rights to any persons in accordance with any provisions of the
registration rights agreement entered into between HM Treasury and the Company
in effect from 12 January 2009 and as amended and restated on 11 June 2009 and
the resale rights agreement entered into between HM Treasury and the Company on
11 June 2009. 


23.9 During
the period of six months after Admission, the Company will not, and will not
permit any of its Affiliates to, resell any New Shares which constitute
“restricted securities” under Rule 144 that have been reacquired by any of them
other than in transactions that meet the applicable requirements of Regulation
S. 


23.10 The
Company, its Affiliates or any person acting on its or their behalf (provided
that the Company does not make any representation or warranty with respect to
the Banks) has only solicited and will only solicit subscriptions of and has
only offered or sold and will only offer or sell the Nil Paid Rights, the Fully
Paid Rights or the New Shares in the United States to QIBs that have executed
and delivered an investor letter substantially in the form of Schedule 10 to
this Agreement in reliance on an exemption from the registration requirements
of the Securities Act for transactions not involving any public offering of
securities within the meaning of Section 4(2) thereof. 






SCHEDULE 4 

LETTER OF CONFIRMATION


 [On the letterhead of the Company]


	
  

 	
  

 	
  

 
	
 To:

 	
 Citigroup
 Global Markets U.K. Equity

 	
 CALYON

 
	
  

 	
 Limited

 	
 9, quai du
 Président Paul Doumer

 
	
  

 	
 Citigroup
 Centre

 	
 92920 Paris

 
	
  

 	
 Canada
 Square

 	
 France

 
	
  

 	
 Canary Wharf

 	
  

 
	
  

 	
 London E14
 5LB

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 Goldman
 Sachs International

 	
 COMMERZBANK
 Aktiengesellschaft

 
	
  

 	
 Peterborough
 Court

 	
 Commerzbank
 AG

 
	
  

 	
 133 Fleet
 Street

 	
 Corporates
 & Markets

 
	
  

 	
 London EC4A
 2BB

 	
 Mainzer
 Landstrasse 153

 
	
  

 	
  

 	
 DLZ 2, 60261

 
	
  

 	
  

 	
 Frankfurt am
 Main

 
	
  

 	
  

 	
 Germany

 
	
  

 	
  

 	
  

 
	
  

 	
 HSBC Bank
 plc

 	
 ING Bank
 N.V.

 
	
  

 	
 8 Canada
 Square

 	
 Bijlmerplein
 888

 
	
  

 	
 Canary Wharf

 	
 1102 MG
 Amsterdam

 
	
  

 	
 London E14
 5HQ

 	
 The
 Netherlands

 
	
  

 	
  

 	
  

 
	
  

 	
 J.P. Morgan
 Cazenove Limited

 	
 RBS Hoare
 Govett Limited

 
	
  

 	
 20 Moorgate

 	
 250 Bishopsgate

 
	
  

 	
 London EC2R
 6FA

 	
 London EC2M
 4AA

 
	
  

 	
  

 	
  

 
	
  

 	
 J.P. Morgan
 Securities Ltd.

 	
 Banco
 Santander, S.A.

 
	
  

 	
 125 London
 Wall

 	
 Paseo de
 Pereda 9-12

 
	
  

 	
 London EC2Y
 5AJ

 	
 39004
 Santander

 
	
  

 	
  

 	
 Spain

 
	
  

 	
  

 	
  

 
	
  

 	
 Merrill
 Lynch International

 	
 Macquarie
 Capital (Europe) Limited

 
	
  

 	
 Merrill
 Lynch Financial Centre

 	
 Level 35, 1
 Ropemaker Street

 
	
  

 	
 2 King
 Edward Street

 	
 London EC2Y
 9HD

 
	
  

 	
 London EC1A
 1HQ

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 UBS Limited

 	
 NATIXIS

 
	
  

 	
 1 Finsbury
 Avenue

 	
 30, Avenue
 Pierre Mendès

 
	
  

 	
 London EC2M
 2PP

 	
 75013 Paris

 
	
  

 	
  

 	
 France

 
	
  

 	
  

 	
  

 
	
  

 	
 Lloyds TSB
 Bank plc

 	
 Royal Bank
 of Canada Europe Limited

 
	
  

 	
 25 Gresham
 Street

 	
 71 Queen
 Victoria Street

 
	
  

 	
 London EC2V
 7AE

 	
 London EC4V
 4DE

 













	
  

 	
  

 	
  

 
	
  

 	
 Banca IMI
 S.p.A.

 	
 UniCredit
 Group (Bayerische Hypo-

 
	
  

 	
 Piazzetta
 Giordano dell’Amore, 3

 	
 und
 Vereinsbank AG)

 
	
  

 	
 20121 Milan

 	
 Kardinal-Faulhaber-Str.
 1

 
	
  

 	
 Italy

 	
 80333 Munich

 
	
  

 	
  

 	
 Germany

 
	
  

 	
  

 	
  

 
	
  

 	
 Barclays
 Bank plc

 	
 Nomura
 International Plc

 
	
  

 	
 1 Churchill
 Place

 	
 Nomura
 House,

 
	
  

 	
 London E14
 5HP

 	
 1 St
 Martin’s-le-Grand

 
	
  

 	
  

 	
 London EC1A
 4NP

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  [      ]
 2009

 



Dear Sirs 


 [NB:
wording in square brackets only to be included in the Certificate to be given
pursuant to Clause 4.7]


We refer to
the underwriting agreement between us dated 3 November 2009 in relation to the
Rights Issue (the Underwriting
Agreement) [and to the conditions set out in Clause 2.1 of the
Underwriting Agreement (the Conditions)]. References in this letter to Clauses are
to Clauses of the Underwriting Agreement and words and expressions defined in
the Underwriting Agreement have the same meaning herein. 


We hereby
confirm that: 


	
  

 	
  

 
	
 (a)

 	
 [each of the
 Conditions, other than that contained in Clause 2.1(k), is satisfied as at
 the delivery of this letter; 

 
	
  

 	
  

 
	
 (b)

 	
 we are not
 aware of any reason why the Conditions will not continue to be satisfied
 until Admission; and] 

 
	
  

 	
  

 
	
 (c)

 	
 it has not
 come to the knowledge of the Company or any Director that the Company is in
 breach of any of its obligations under the Underwriting Agreement which fall
 to be performed [(i)] on the date of the Underwriting Agreement [, or (ii) to
 date (such confirmation excluding any breach of the Company’s obligations
 which fall to be performed to date that has arisen, directly or indirectly,
 as a result of (a) a MAC Event or a Material Adverse Effect that has occurred
 subsequent to the publication of the Press Announcement, or (b) a Commission
 Decision that has been publicly announced or publicly communicated subsequent
 to the publication of the Press Announcement, other than where the MAC Event
 or Material Adverse Effect occurred as a direct or indirect consequence of a
 Specified Circumstance)]; and 

 
	
  

 	
  

 
	
 (d)

 	
 with
 reference to our obligation in Clause 12.4 of the Underwriting Agreement, it
 has not come to the knowledge of the Company or any Director that any of the
 Warranties [(i)] was breached or untrue, inaccurate or misleading in any respect
 when given on the date of the Underwriting Agreement[, or (ii) has ceased to
 be true and accurate or has become misleading in any respect; or that there
 is any circumstance which would or is reasonably likely to cause any of the
 Warranties to be breached or become untrue, inaccurate or misleading in any
 respect if repeated by reference to the 

 













	
  

 	
  

 
	
  

 	
 facts and
 circumstances existing at the date hereof (such confirmation excluding any
 breach of the Warranties that has arisen, directly or indirectly, as a result
 of (A) a MAC Event or a Material Adverse Effect having occurred subsequent to
 the publication of the Press Announcement, or (B) a Commission Decision
 having been publicly announced or publicly communicated subsequent to the
 publication of the Press Announcement, other than where the MAC Event or
 Material Adverse Effect occurred as a direct or indirect consequence of a
 Specified Circumstance)].

 



 [We undertake to
notify you immediately if the confirmations contained in this letter could not
continue to be given by us at any time prior to Admission (in each case by
reference to the facts and circumstances then existing).] 


	
  

 	
  

 
	
 Yours
 faithfully 

 	
  

 
	
  

 	
  

 
	

 


 	
  

 
	
  

 	
  

 
	
 Director/Secretary
 

 	
  

 










SCHEDULE 5

SELLING RESTRICTIONS


1. GENERAL  


Each Bank
represents and warrants to, and agrees with the Company that it will, in all
material respects, severally comply with such applicable laws in each
jurisdiction in which it subscribes for, offers, sells or delivers the New
Shares or Nil Paid Rights as are customarily complied with by banks of
international reputation.


Each Bank acknowledges and agrees that offers and sales of the Nil Paid Rights,
the Fully Paid Rights and the New Shares will be made as described in the
Prospectus (and any amendment or supplement thereto) and the Provisional
Allotment Letter and in accordance with the terms of this Agreement. 


2. UNITED STATES  


Each Bank
represents and warrants to, and agrees with, the Company that:



	
  

 	
  

 	
  

 
	
 (a)

 	
 none of the
 Provisional Allotment Letter, the Nil Paid Rights, the Fully Paid Rights or
 the New Shares have been or will be registered under the Securities Act and
 none of them may be offered or sold within the United States except pursuant
 to an exemption from, or in a transaction not subject to, the registration
 requirements of the Securities Act; 

 
	
  

 	
  

 
	
 (b)

 	
 neither it,
 its affiliates (as such term is defined in Rule 405 under the Securities Act)
 nor any persons acting on its or their behalf has engaged or will engage in
 any directed selling efforts (as that term is defined in Regulation S under
 the Securities Act) with respect to the Provisional Allotment Letter, the Nil
 Paid Rights, the Fully Paid Rights or the New Shares; 

 
	
  

 	
  

 
	
 (c)

 	
 it has not
 offered or sold, and agrees that, subject to Clause (e) below, it will not
 offer or sell the Provisional Allotment Letter, the Nil Paid Rights, the
 Fully Paid Rights or the New Shares within the United States except in
 accordance with Rule 903 of Regulation S under the Securities Act; 

 
	
  

 	
  

 
	
 (d)

 	
 notwithstanding
 Clause (d) above, it may: 

 
	
  

 	
  

 
	
  

 	
 (i)

 	
 offer and
 sell Nil Paid Rights in accordance with Clause 7.1 and New Shares in
 accordance with Clause 8.4 and Clause 9.1 through its US registered
 broker-dealer affiliate in the United States to QIBs which have executed and
 delivered an Investor Letter substantially in the form of Schedule 10 in
 reliance on an exemption from the registration requirements of the Securities
 Act for transactions not involving any public offering of securities within
 the meaning of Section 4(2) thereof; and 

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 offer and
 sell New Shares subscribed for by it pursuant to Clause 9.1, through its US
 registered broker-dealer affiliate in the United States to QIBs which have
 executed and delivered an Investor Letter substantially in the form of
 Schedule 10; 

 













	
  

 	
  

 
	
 (e)

 	
 neither it,
 its affiliates (as such term is defined in Rule 501(b) under Regulation D
 under the Securities Act) nor any persons acting on its or their behalf has
 engaged or will engage in any form of general solicitation or general
 advertising (as those terms are used in Rule 502(c) of Regulation D under the
 Securities Act) in connection with any offer or sale of the Provisional
 Allotment Letter, the Nil Paid Rights, the Fully Paid Rights or the New
 Shares in the United States, or otherwise has offered or will offer the
 Provisional Allotment Letter, the Nil Paid Rights, the Fully Paid Rights or
 the New Shares in any manner involving a “public offering” within the meaning
 of Section 4(2) of the Securities Act. 

 



3. EUROPEAN ECONOMIC AREA  


In relation to
each member state of the European Economic Area which has implemented the
Prospectus Directive (each, a Relevant
Member State), each of the parties warrants to each other that it
has not made and will not make an offer of any New Shares, Nil Paid Rights
and/or Fully Paid Rights to the public in that Relevant Member State prior to
the publication of a prospectus in relation to the New Shares, Nil Paid Rights
and/or Fully Paid Rights which has been approved by the competent authority in
that Relevant Member State or, where appropriate, approved in another Relevant
Member State and notified to the competent authority in the Relevant Member
State, all in accordance with the Prospectus Directive, except that it may make
an offer of any New Shares, Nil Paid Rights and/or Fully Paid Rights to the
public in that Relevant Member State at any time under the following exemptions
under the Prospectus Directive, if they have been implemented in that Relevant
Member State:  


	
  

 	
  

 
	
 (a)

 	
 to legal
 entities which are authorised or regulated to operate in the financial
 markets or, if not so authorised or regulated, whose corporate purpose is
 solely to invest in securities; 

 
	
  

 	
  

 
	
 (b)

 	
 to any legal
 entity which has two or more of: (i) an average of at least 250 employees
 during the last financial year; (ii) a total balance sheet of more than
 €43,000,000; and (iii) an annual turnover of more than €50,000,000, as shown
 in its last annual or consolidated accounts; and 

 
	
  

 	
  

 
	
 (c)

 	
 in any other
 circumstances falling within Article 3(2) of the Prospectus Directive,
 subject to obtaining the prior consent of the Joint Global Co-ordinators for
 any such offer, 

 



provided that
no such offer of New Shares, Nil Paid Rights and/or Fully Paid Rights shall
result in a requirement for the publication by the Company or any Bank of a
prospectus pursuant to Article 3 of the Prospectus Directive. 


For the
purposes of this provision, the expression “an offer of any New Shares, Nil
Paid Rights and/or Fully Paid Rights to the public” in relation to any New
Shares, Nil Paid Rights and/or Fully Paid Rights in any Relevant Member State
means the communication in any form and by any means of sufficient information
on the terms of the offer and any New Shares, Nil Paid Rights and/or Fully Paid
Rights to be offered so as to enable an investor to decide to subscribe for any
New Shares, as the same may be varied in that Member State by any measure
implementing the Prospectus Directive in that Member State. 







4. UNITED KINGDOM  


Each of the
parties warrants that it has only communicated or caused to be communicated and
will only communicate or cause to be communicated an invitation or inducement
to engage in investment activity (within the meaning of section 21 of the FSMA)
received by them in connection with the placing or sale of the New Shares in
circumstances in which section 21(1) of the FSMA does not apply. 






SCHEDULE 6

THE UNDERWRITERS


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  (1)

 	
  

 	
  (2)

 	
  

 	
  (3)

 
	
 Name

 	
  

 	
 Address and fax number

 	
  

 	
 Proportionate Share

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Citigroup
 Global Markets

 	
  

 	
 Citigroup Centre

 	
  

 	
 9.95

 	
 %

 
	
 U.K. Equity
 Limited

 	
  

 	
 Canada Square

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Canary Wharf

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 London E14 5LB

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Fax number: +44 (0) 20 7986 1103

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 For the attention of: ECM Syndicate

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Goldman
 Sachs International

 	
  

 	
 Peterborough Court

 	
  

 	
 9.44

 	
 %

 
	
  

 	
  

 	
 133 Fleet Street

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 London EC4A 2BB

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Fax number: +44 (0) 20 7774 1550

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 For the attention of: Equity Capital

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Markets

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 HSBC Bank
 plc

 	
  

 	
 8 Canada Square

 	
  

 	
 9.44

 	
 %

 
	
  

 	
  

 	
 Canary Wharf

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 London E14 5HQ

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Fax number: +44 (0) 20 7991 4426

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 For the attention of: Equity Capital

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Markets

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 J.P. Morgan Securities
 Ltd.

 	
  

 	
 125 London Wall

 	
  

 	
 9.44

 	
 %

 
	
  

 	
  

 	
 London EC2Y 5AJ

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Fax number: +44 (0) 20 7325 8168

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 For the attention of: Equity Capital

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Markets Syndicate Desk

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Merrill
 Lynch International

 	
  

 	
 Merrill Lynch Financial Centre

 	
  

 	
 24.46

 	
 %

 
	
  

 	
  

 	
 2 King Edward Street

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 London EC1A 1HQ

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Fax number: +44 (0) 20 7995 2516

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 For the attention of: ECM Syndicate Desk

 	
  

 	
  

 	
  

 













	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  (1)

 	
  

 	
  (2)

 	
  

 	
  (3)

 
	
 Name

 	
  

 	
 Address and fax number

 	
  

 	
 Proportionate Share

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 UBS Limited

 	
  

 	
 1 Finsbury Avenue

 	
  

 	
 24.45

 	
 %

 
	
  

 	
  

 	
 London EC2M 2PP

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Fax number: +44 (0) 20 7567 4127

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 For the attention of: Equity Capital

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Markets Group

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 With a copy to: Transactions Legal

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Fax number: +44 (0) 20 7567 2364

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Banca IMI
 S.p.A.

 	
  

 	
 See Schedule 9

 	
  

 	
 1.24

 	
 %

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Barclays
 Bank plc

 	
  

 	
 See Schedule 9

 	
  

 	
 1.24

 	
 %

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 CALYON

 	
  

 	
 See Schedule 9

 	
  

 	
 1.24

 	
 %

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 COMMERZBANK

 	
  

 	
 See Schedule 9

 	
  

 	
 1.24

 	
 %

 
	
 Aktiengesellschaft

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ING Bank
 N.V.

 	
  

 	
 See Schedule 9

 	
  

 	
 2.62

 	
 %

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 RBS Hoare
 Govett Limited

 	
  

 	
 See Schedule 9

 	
  

 	
 1.24

 	
 %

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Banco
 Santander, S.A.

 	
  

 	
 See Schedule 9

 	
  

 	
 0.67

 	
 %

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Macquarie
 Capital (Europe)

 	
  

 	
 See Schedule 9

 	
  

 	
 0.67

 	
 %

 
	
 Limited

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 NATIXIS

 	
  

 	
 See Schedule 9

 	
  

 	
 0.67

 	
 %

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Royal Bank
 of Canada

 	
  

 	
 See Schedule 9

 	
  

 	
 0.67

 	
 %

 
	
 Europe
 Limited

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 UniCredit
 Group (Bayerische

 	
  

 	
 See Schedule 9

 	
  

 	
 0.67

 	
 %

 
	
 Hypo- und
 Vereinsbank AG)

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Nomura
 International Plc

 	
  

 	
 See Schedule 9

 	
  

 	
 0.65

 	
 %

 










SCHEDULE 7

FORM OF RE-PRICING MEMORANDUM


Dated
[     ] November 2009 


The revised
Issue Price is [     ] pence per New Share. 


The revised
basis of the Rights Issue is an offer by way of rights of
[     ] New Shares on the basis of
[     ] New Share[s] for every
[     ] Existing Ordinary Share[s] held by Qualifying
Shareholders on the Record Date. 


The revised
Issue Price represents a discount of [approximately]
[     ]% to the volume weighted average price of an
Existing Ordinary Share as derived from the Daily Official List of the London
Stock Exchange on [     ] 2009. 


On the basis
of the revised Issue Price, the number of Underwritten Shares contained in each
Underwriter’s Proportionate Share is as follows: 


	
  

 	
  

 	
  

 	
  

 
	
 Name

 	
 Number of Underwritten

 Shares

 	
  

 	
 Proportionate Share

 
	
  

 	
  

 	
  

 	
  

 
	
 Citigroup
 Global Markets U.K. Equity Limited

 	
 [     ]

 	
  

 	
 [     ]%

 
	
  

 	
  

 	
  

 	
  

 
	
 Goldman
 Sachs International

 	
 [     ]

 	
  

 	
 [     ]%

 
	
  

 	
  

 	
  

 	
  

 
	
 HSBC Bank
 plc

 	
 [     ]

 	
  

 	
 [     ]%

 
	
  

 	
  

 	
  

 	
  

 
	
 J.P. Morgan
 Securities Ltd.

 	
 [     ]

 	
  

 	
 [     ]%

 
	
  

 	
  

 	
  

 	
  

 
	
 Merrill
 Lynch International

 	
 [     ]

 	
  

 	
 [     ]%

 
	
  

 	
  

 	
  

 	
  

 
	
 UBS Limited

 	
 [     ]

 	
  

 	
 [     ]%

 
	
  

 	
  

 	
  

 	
  

 
	
 Banca IMI
 S.p.A.

 	
 [     ]

 	
  

 	
 [     ]%

 
	
  

 	
  

 	
  

 	
  

 
	
 Barclays
 Bank plc

 	
 [     ]

 	
  

 	
 [     ]%

 
	
  

 	
  

 	
  

 	
  

 
	
 CALYON

 	
 [     ]

 	
  

 	
 [     ]%

 
	
  

 	
  

 	
  

 	
  

 
	
 COMMERZBANK
 Aktiengesellschaft

 	
 [     ]

 	
  

 	
 [     ]%

 
	
  

 	
  

 	
  

 	
  

 
	
 ING Bank
 N.V.

 	
 [     ]

 	
  

 	
 [     ]%

 
	
  

 	
  

 	
  

 	
  

 
	
 RBS Hoare
 Govett Limited

 	
 [     ]

 	
  

 	
 [     ]%

 
	
  

 	
  

 	
  

 	
  

 
	
 Banco
 Santander, S.A.

 	
 [     ]

 	
  

 	
 [     ]%

 
	
  

 	
  

 	
  

 	
  

 
	
 Macquarie
 Capital (Europe) Limited

 	
 [     ]

 	
  

 	
 [     ]%

 













	
  

 	
  

 	
  

 	
  

 
	
 NATIXIS

 	
 [     ]

 	
  

 	
 [     ]%

 
	
  

 	
  

 	
  

 	
  

 
	
 Royal Bank
 of Canada Europe Limited

 	
 [     ]

 	
  

 	
 [     ]%

 
	
  

 	
  

 	
  

 	
  

 
	
 UniCredit
 Group (Bayerische Hypo-und Vereinsbank AG)

 	
 [     ]

 	
  

 	
 [     ]%

 
	
  

 	
  

 	
  

 	
  

 
	
 Nomura
 International Plc

 	
 [     ]

 	
  

 	
 [     ]%

 



This
counterpart, when taken together any other counterparts executed pursuant to
Clause 2.5 and in the form of Schedule 7 to the underwriting agreement dated
[     ] November 2009 between the Company and the
Banks, constitutes the Re-Pricing Memorandum. Delivery of an executed
counterpart signature page of this Re-Pricing Memorandum by e-mail (PDF) or
telecopy shall be as effective as delivery of a manually executed counterpart
of this Re-Pricing Memorandum. In relation to each counterpart, upon
confirmation by or on behalf of the signatory that the signatory authorises the
attachment of such counterpart signature page to the final text of this
Re-Pricing Memorandum, such counterpart signature page shall take effect
together with such final text as a complete authoritative counterpart. 


Terms defined
in the Underwriting Agreement have the same meanings when used in this
Re-Pricing Memorandum. 


	
  

 	
  

 
	
 SIGNED by

 	
 )

 
	
 for and on
 behalf of

 	
 )

 
	
 LLOYDS BANKING GROUP PLC

 	
 )

 
	
  

 	
  

 
	
 SIGNED by

 	
 )

 
	
 for and on
 behalf of

 	
 )

 
	
 CITIGROUP GLOBAL

 	
 )

 
	
 MARKETS U.K. EQUITY LIMITED

 	
 )

 
	
  

 	
  

 
	
 SIGNED by

 	
 )

 
	
 for and on
 behalf of

 	
 )

 
	
 GOLDMAN SACHS INTERNATIONAL

 	
 )

 
	
  

 	
  

 
	
 SIGNED by

 	
 )

 
	
 for and on
 behalf of

 	
 )

 
	
 HSBC BANK PLC

 	
 )

 













	
  

 	
  

 
	
 SIGNED by

 	
 )

 
	
 for and on
 behalf of

 	
 )

 
	
 J.P. MORGAN CAZENOVE LIMITED

 	
 )

 
	
  

 	
  

 
	
 SIGNED by

 	
 )

 
	
 for and on
 behalf of

 	
 )

 
	
 J.P. MORGAN SECURITIES LTD.

 	
 )

 
	
  

 	
  

 
	
 SIGNED by

 	
 )

 
	
 for and on
 behalf of

 	
 )

 
	
 MERRILL LYNCH INTERNATIONAL

 	
 )

 
	
  

 	
  

 
	
 SIGNED by

 	
 )

 
	
 and

 	
 )

 
	
 SIGNED by

 	
 )

 
	
 for and on
 behalf of

 	
 )

 
	
 UBS LIMITED

 	
 )

 
	
  

 	
  

 
	
 SIGNED by

 	
 )

 
	
 for and on
 behalf of

 	
 )

 
	
 BANCA IMI S.p.A.

 	
 )

 
	
  

 	
  

 
	
 SIGNED by

 	
 )

 
	
 for and on
 behalf of

 	
 )

 
	
 BARCLAYS BANK PLC

 	
 )

 
	
  

 	
  

 
	
 SIGNED by

 	
 )

 
	
 for and on
 behalf of

 	
 )

 
	
 CALYON

 	
 )

 













	
  

 	
  

 
	
 SIGNED by

 	
 )

 
	
 for and on
 behalf of

 	
 )

 
	
 COMMERZBANK

 	
 )

 
	
 AKTIENGESELLSCHAFT

 	
 )

 
	
  

 	
  

 
	
 SIGNED by

 	
 )

 
	
 for and on
 behalf of

 	
 )

 
	
 ING BANK N.V.

 	
 )

 
	
  

 	
  

 
	
 SIGNED by

 	
 )

 
	
 for and on
 behalf of

 	
 )

 
	
 RBS HOARE GOVETT LIMITED

 	
 )

 
	
  

 	
  

 
	
 SIGNED by

 	
 )

 
	
 for and on
 behalf of

 	
 )

 
	
 BANCO SANTANDER, S.A.

 	
 )

 
	
  

 	
  

 
	
 SIGNED by

 	
 )

 
	
 for and on
 behalf of

 	
 )

 
	
 MACQUARIE CAPITAL (EUROPE)

 	
 )

 
	
 LIMITED

 	
 )

 
	
  

 	
  

 
	
 SIGNED by

 	
 )

 
	
 for and on
 behalf of

 	
 )

 
	
 NATIXIS

 	
 )

 
	
  

 	
  

 
	
 SIGNED by

 	
 )

 
	
 for and on
 behalf of

 	
 )

 
	
 ROYAL BANK OF CANADA EUROPE

 	
 )

 
	
 LIMITED

 	
 )

 













	
  

 	
  

 
	
 SIGNED by

 	
 )

 
	
 for and on
 behalf of

 	
 )

 
	
 UNICREDIT GROUP (BAYERISCHE)

 	
 )

 
	
 HYPO- UND VEREINSBANK AG

 	
 )

 
	
  

 	
  

 
	
 SIGNED by

 	
 )

 
	
 for and on
 behalf of

 	
 )

 
	
 NOMURA INTERNATIONAL PLC

 	
 )

 










SCHEDULE 8

CO-BOOKRUNNER


	
  

 	
  

 
	
 Name

 	
 Address

 
	
  

 	
  

 
	
 Lloyds TSB
 Bank plc

 	
 25 Gresham Street, London EC2V 7AE

 










SCHEDULE 9

CO-LEAD MANAGERS


	
  

 	
  

 	
  

 	
  

 
	
 Name

 	
 Address

 	
 Agent for service of

 process

 	
 Notice Details

 
	
  

 	
  

 	
  

 	
  

 
	
 Banca IMI
 S.p.A.

 	
 Banca IMI S.p.A.

 	
 Intesa Sanpaolo S.p.A.,

 	
 FAO: Marco Graffigna

 
	
  

 	
 Piazzetta Giordano

 	
 London Branch,

 	
  

 
	
  

 	
 dell’Amore, 3

 	
 90 Queen Street

 	
 Banca IMI S.p.A.

 
	
  

 	
 20121 Milan

 	
 London EC4N 1SA

 	
 Piazzetta Giordano

 
	
  

 	
 Italy

 	
  

 	
 dell’Amore, 3

 
	
  

 	
  

 	
  

 	
 20121 Milano

 
	
  

 	
  

 	
  

 	
 Italy

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Fax: +39 02 87940012

 
	
  

 	
  

 	
  

 	
  

 
	
 Barclays
 Bank plc

 	
 1 Churchill Place

 	
 N/A

 	
 FAO: Equity Capital

 
	
  

 	
 London E14 5HP

 	
  

 	
 Markets

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 5 The North

 
	
  

 	
  

 	
  

 	
 Colonnade, London

 
	
  

 	
  

 	
  

 	
 E14 4BB

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Fax: 02075163404

 
	
  

 	
  

 	
  

 	
  

 
	
 CALYON

 	
 9, quai du Président Paul

 	
 CALYON

 	
 FAO: Syndicate

 
	
  

 	
 Doumer

 	
 Broadwalk House

 	
 Actions

 
	
  

 	
 92920 Paris

 	
 5 Appold Street

 	
  

 
	
  

 	
 France

 	
 London EC2A 2DA

 	
 CALYON, 9, quai du

 
	
  

 	
  

 	
  

 	
 President Paul Doumer,

 
	
  

 	
  

 	
  

 	
 92920 Paris la Defense

 
	
  

 	
  

 	
  

 	
 France

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Fax: +33141897115

 
	
  

 	
  

 	
  

 	
  

 
	
 COMMERZBANK

 	
 Commerzbank AG

 	
 Commerzbank

 	
 FAO: Chris Simpson

 
	
 Aktiengesellschaft

 	
 Corporates & Markets

 	
 30 Gresham street

 	
  

 
	
  

 	
 Mainzer Landstrasse 153

 	
 London

 	
 30 Gresham St,

 
	
  

 	
 DLZ 2, 60261

 	
 EC2V 7PG

 	
 London,EC2V 7PG,

 
	
  

 	
 Frankfurt am Main

 	
  

 	
 United Kingdom

 
	
  

 	
 Germany

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Fax: +44 207 475 8822

 
	
  

 	
  

 	
  

 	
  

 
	
 ING Bank
 N.V.

 	
 Bijlmerplein 888

 	
 ING Bank N.V. London

 	
 FAO: Kim Balt

 
	
  

 	
 1102 MG Amsterdam

 	
 Branch

 	
  

 
	
  

 	
 The Netherlands

 	
 60 London Wall,

 	
 ING Equity Capital

 
	
  

 	
  

 	
 London EC2M 5TQ

 	
 Markets, Foppingadreef

 
	
  

 	
  

 	
  

 	
 7, 1102 BD

 
	
  

 	
  

 	
  

 	
 Amsterdam, The

 













	
  

 	
  

 	
  

 	
  

 
	
 Name

 	
 Address

 	
 Agent for service of

 process

 	
 Notice Details

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Netherlands

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Fax: +31205638502

 
	
  

 	
  

 	
  

 	
  

 
	
 RBS Hoare
 Govett

 	
 250 Bishopsgate

 	
 N/A

 	
 FAO: Alex Reynolds

 
	
 Limited

 	
 London EC2M 4AA

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 250 Bishopsgate,

 
	
  

 	
  

 	
  

 	
 London EC2M 4AA

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Fax: +44 207 678 7064

 
	
  

 	
  

 	
  

 	
  

 
	
 Banco
 Santander,

 	
 Paseo de Pereda 9-12

 	
 Abbey Santander 2

 	
 Avenida de Cantabria

 
	
 S.A.

 	
 39004 Santander

 	
 Trinton Swuare 1st

 	
 S/n. Edificio Encinar

 
	
  

 	
 Spain

 	
 floor

 	
 1aPlanta 28660

 
	
  

 	
  

 	
 Regent’s Place

 	
 Boadilla del Monte,

 
	
  

 	
  

 	
 London NW13AN

 	
 Madrid, Spain

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Fax: +34912571812

 
	
  

 	
  

 	
  

 	
  

 
	
 Macquarie
 Capital

 	
 Level 35, 1 Ropemaker

 	
 N/A

 	
 FAO: Antony Isaacs

 
	
 (Europe)
 Limited

 	
 Street

 	
  

 	
  

 
	
  

 	
 London EC2Y 9HD

 	
  

 	
 Level 31, CityPoint, 1

 
	
  

 	
  

 	
  

 	
 Ropemaker Street,

 
	
  

 	
  

 	
  

 	
 London EC2Y 9HD

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Fax: +442030372557

 
	
  

 	
  

 	
  

 	
  

 
	
 NATIXIS

 	
 30, Avenue Pierre Mendès

 	
 Natixis London Branch

 	
 FAO: Jean-Francois

 
	
  

 	
 75013 Paris

 	
 Cannon Bridge house

 	
 Tine

 
	
  

 	
 France

 	
 25 Dowgate Hill

 	
  

 
	
  

 	
  

 	
 London EC4R

 	
 47, quai d’Austerlitz,

 
	
  

 	
  

 	
  

 	
 75013 Paris, France

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Fax +33158550581

 
	
  

 	
  

 	
  

 	
  

 
	
 Royal Bank
 of

 	
 71 Queen Victoria Street

 	
 N/A

 	
 FAO: Jason Wright

 
	
 Canada
 Europe

 	
 London EC4V 4DE

 	
  

 	
  

 
	
 Limited

 	
  

 	
  

 	
 RBC Capital Markets,

 
	
  

 	
  

 	
  

 	
 71 Queen Victoria

 
	
  

 	
  

 	
  

 	
 Street, London EC4V

 
	
  

 	
  

 	
  

 	
 4DE

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Fax: +44 2073320316

 
	
  

 	
  

 	
  

 	
  

 
	
 UniCredit
 Group

 	
 Kardinal-Faulhaber-Str. 1

 	
 Bayerische Hypo-und

 	
 FAO: Christain

 
	
 (Bayerische
 Hypo-

 	
 80333 Munich

 	
 Vereinsbank AG,

 	
 Steffens

 













	
  

 	
  

 	
  

 	
  

 
	
 Name

 	
 Address

 	
 Agent for service of

 process

 	
 Notice Details

 
	
  

 	
  

 	
  

 	
  

 
	
 und
 Vereinsbank AG)

 	
 Germany

 	
 London Branch, Moor

 	
  

 
	
  

 	
  

 	
 House, 120 London

 	
 Bayerische Hypo-und

 
	
  

 	
  

 	
 Wall, London EC2Y

 	
 Vereinsbank AG,

 
	
  

 	
  

 	
 5ET

 	
 London Branch, Moor

 
	
  

 	
  

 	
  

 	
 House, 120 London

 
	
  

 	
  

 	
  

 	
 Wall, London EC2Y

 
	
  

 	
  

 	
  

 	
 5ET

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Fax: +44 207 826 7992

 
	
  

 	
  

 	
  

 	
  

 
	
 Nomura
 International

 	
 Nomura House, 1 St

 	
 N/A

 	
 FAO: Julia Pearce

 
	
 Plc

 	
 Martin’s-le-Grand London

 	
  

 	
  

 
	
  

 	
 EC1A 4NP

 	
  

 	
 Head of Capital

 
	
  

 	
  

 	
  

 	
 Markets, Transaction

 
	
  

 	
  

 	
  

 	
 Legal 3rd Floor 25

 
	
  

 	
  

 	
  

 	
 Bank street London

 
	
  

 	
  

 	
  

 	
 E14 5LS

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Fax: +44 20 7067 8132

 










SCHEDULE 10 

INVESTOR LETTER


Form of Cover Letter to QIB Holders


Lloyds Banking Group plc


(Registered in Scotland No. 95000)


November [     ],
2009 


[Pre-identified US QIB Shareholder] 


[Address] 


[Control Number] 


Dear
[     ], 


You are
receiving the enclosed document in connection with the proposed rights issue
(the Rights Issue) of nil paid
rights, fully paid rights, and new shares (the Securities)
being offered by Lloyds Banking Group plc (the Company)
as described in the prospectus relating to the Rights Issue (the Prospectus). The Prospectus is available
on a password protected section of the Company’s website, www.lloydsbankinggroup.com/investors.asp. The password will be or has been communicated to you under separate cover.  


The Securities
offered in the Rights Issue have not been and will not be registered under the
United States Securities Act of 1933 (the Securities Act) or with any securities
regulatory authority of any state or other jurisdiction of the United States
and may not be offered, sold or transferred in the United States, subject to
the terms of the following paragraph. 


The Rights
Issue is being extended in the United States in a private placement exempt from
the registration requirements of the Securities Act only to certain qualified
institutional buyers (within the meaning of Rule 144A under the Securities Act)
(QIBs).
New shares cannot be subscribed for in the Rights Issue by the Company’s
shareholders in the United States who are not QIBs. The terms and conditions of
the Rights Issue permit the Company to allow certain QIBs, who are holders of
the Company’s shares and who sign an Investor Representation Letter certifying
that they are QIBs, to participate. 


However, if
you do not wish to take up your rights pursuant to the Rights Issue, you may
instead receive a pro rata share of any proceeds of the placing of nil paid
rights which are not taken up, to the extent such nil paid rights are placed at
a premium to the Issue Price (plus related expenses), as described in the
Prospectus. 


As described
in the Prospectus, you will be able to take up your entitlements to new shares
in the Rights Issue if you are a QIB and you are or were a holder of the
Company’s ordinary shares (the Existing Ordinary Shares) on the record date of 20
November, 2009 (the Record
Date) and have not subsequently disposed of such shares. Your
entitlement to subscribe for 






new shares in
the Rights Issue will be in proportion to your holding of Existing Ordinary
Shares of the Company, as described in the Prospectus. 


If you are a
QIB and wish to take up your rights pursuant to the Rights Issue, you should
return your executed Investor Representation Letter in accordance with the
procedures set out in this document.1


Procedures for holders 


Please note
that the procedures applicable to you vary depending upon whether you hold
Existing Ordinary Shares in certificated or uncertificated form. 


1. If you hold
Existing Ordinary Shares in certificated form, please follow the procedures set
out in Section 1 below. 


2. If you hold
Existing Ordinary Shares in uncertificated form, please follow the procedures
set out in Section 2 below. 


3. All holders
should review the information in Section 3 below. 


Section 1 – Existing Ordinary Shares Held in
Certificated Form 


If you hold your
Existing Ordinary Shares in certificated form, you should comply with the
instructions below: 


As your
Existing Ordinary Shares are held on your behalf by a nominee, no Application
Form will be sent to you. An Application Form will be sent to such nominee. If
this is the case, you are requested to: 


	
  

 	
  

 
	
 (i)

 	
 return the
Investor Representation Letter to your nominee with a copy to the Company and
to Merrill Lynch International and UBS Limited (together, the Joint Bookrunners) for information
purposes; and  

 
	
  

 	
  

 
	
 (ii)

 	
 instruct
 your nominee to complete the Application Form on your behalf with respect to
 your entitlements to the new shares. 

 



Your nominee
must receive your Investor Representation Letter (by mail or by pdf/email
showing the signature or fax, with originals to follow) as soon as possible.
Please note that if your nominee does not receive your Investor Representation
Letter, it will not be able to complete the Application Form on your behalf.
Please also note that if you do not return your Investor Representation Letter
to your nominee promptly, it may not be able to complete an Application Form in
time for you to be able to take up any of your entitlements to the new shares. 


	
  

 	
  

 
	

 


 
	
 1

 	
 As stated in the Investor
 Representation Letter, the new shares will be “restricted securities” within
 the meaning of Rule 144(a)(3) under the Securities Act and for so long as
 such securities are “restricted securities”, they may not be deposited into
 any unrestricted depositary facility established or maintained by any
 depositary bank, including the Company’s current American Depositary Receipt
 facility maintained by Bank of New York Mellon. 

 










Completed
Application Forms, together with payment in pounds sterling for the number of
new shares for which you apply, should be sent, in accordance with the
instructions printed on the Application Form, by post to Equiniti Limited,
Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA or by hand (during
normal office hours only) to Equiniti Limited, The Causeway, Worthing, West
Sussex BN99 6DA so as to arrive not later
than 11 a.m. London time, on 11 December, 2009.


Section 2 – Existing Ordinary Shares Held in
Uncertificated Form 


If you hold
your Existing Ordinary Shares in uncertificated form – that is, through the
CREST system as operated by Euroclear UK and Ireland Limited (CREST) – you should
comply with the instructions below: 


As your
Existing Ordinary Shares are held on your behalf by a nominee, entitlements to
new shares to which you are beneficially entitled will be credited to the CREST
account of the nominee. You are requested to: 


	
  

 	
  

 
	
 (i)

 	
 return the
 Investor Representation Letter to your nominee with a copy to the Company and
 to the Joint Bookrunners for information purposes; and 

 
	
  

 	
  

 
	
 (ii)

 	
 instruct
 your nominee to take up on your behalf all or part of your entitlement to the
 new shares and undertake the necessary action in accordance with the
 instructions set out in the Prospectus. 

 



Your nominee
must receive your Investor Representation Letter (by mail or by pdf/email
showing the signature or fax, with originals to follow) as soon as possible.
Please note that if your nominee does not receive your Investor Representation
Letter, it will not be able to take up on your behalf any of your entitlements
to the new shares. Please also note that if you do not return your Investor
Representation Letter to your nominee promptly, you may not be in time to be
able to take up any of your entitlements to the new shares. 


The latest
time and date for shareholders whose nominees hold their Existing Ordinary
Shares in uncertificated form to take up their rights and allow for settlement
of relevant CREST instructions is 11 a.m.
London time, on 11 December, 2009.


Section 3 – General Information 


The Prospectus
is personal to you and does not constitute an offer to any other person or to
the public generally to participate in the Rights Issue. Distribution of the
Prospectus to any person other than those persons, if any, retained to advise
you with respect thereto is unauthorized, and any disclosure of any of its
contents, without the prior written consent of the Company, is strictly
prohibited. You hereby agree to the foregoing and undertake not to print out or
to make photocopies of the Prospectus or any documents referred to therein other
than for yourself and any persons retained to advise you. You agree not to
forward the Prospectus to any person, including by electronic means, other than
as set forth in the Investor Representation Letter. 


You must not
construe the contents of the Prospectus as legal, business, accounting, tax,
investment or other professional advice. There may be certain significant US
tax consequences resulting from an investment in the Company. The summary of
the material 






US federal
income tax consequences of the acquisition, ownership and disposition of the
Securities under the Rights Issue that is set out in the Prospectus is for your
information only. You should consult your own counsel, accountant or business
advisor as to legal, tax and related matters pertaining to participation in the
Rights Issue. 


During the
course of the Rights Issue, please direct your questions concerning the Rights
Issue and the information furnished in the Prospectus to the Shareholder
Helpline at +44 20 8495 4632 between the hours of 9 a.m. to 5 p.m., London
time, Monday to Friday (except UK bank holidays). Please note that the
Shareholder Helpline is unable to give advice on the merits of the Rights Issue
or to provide legal, business, accounting, tax, investment or other professional
advice. 


In the event that a validly executed Investor
Representation Letter in the form of Annex A is not received in accordance with
the terms of this letter, the Company may treat any purported acceptance in
respect of the Rights Issue by you as invalid, and in such circumstances, no
Securities will be issued to you. 


Very truly
yours, 


Lloyds Banking
Group plc 






ANNEX A
FORM OF US QIB INVESTOR REPRESENTATION LETTER


[If you hold ordinary shares, you must insert the
name, address and contact details of the relevant nominee below and send a copy
of this letter by pdf/email or by fax to the nominee through which your
existing ordinary shares are held.] 


[Name, address and contact details of relevant nominee]



	
  

 	
  

 	
  

 
	
 cc:

 	
  

 	
 Lloyds
 Banking Group plc

 
	
  

 	
  

 	
 25 Gresham
 Street

 
	
  

 	
  

 	
 London EC2V
 7HN

 
	
  

 	
  

 	
 United
 Kingdom

 
	
  

 	
  

 	
 Attn.:
 Investor Relations

 
	
  

 	
  

 	
 Facsimile
 No.: +44 (0)20 7356 1014

 
	
  

 	
  

 	
 Email:
 investor.relations@ltsb-finance.co.uk

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Merrill
 Lynch International

 
	
  

 	
  

 	
 Merrill
 Lynch Financial Centre

 
	
  

 	
  

 	
 2 King
 Edward Street

 
	
  

 	
  

 	
 London EC1A
 1HQ

 
	
  

 	
  

 	
 [Attn:

 
	
  

 	
  

 	
 Facsimile
 No.:

 
	
  

 	
  

 	
 Email]

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 UBS Limited
 (on behalf of its affiliates)

 
	
  

 	
  

 	
 2 Finsbury
 Avenue

 
	
  

 	
  

 	
 London EC2M
 2PP

 
	
  

 	
  

 	
 United
 Kingdom

 
	
  

 	
  

 	
 [Attn: Chris
 Madderson

 
	
  

 	
  

 	
 Facsimile
 No.: 44 207 568 1081

 
	
  

 	
  

 	
 Email:
 chris.madderson@ubs.com]

 



Ladies and
Gentlemen: 


In connection
with our proposed acquisition of any nil paid rights, fully paid rights or new
shares (the Securities)
of Lloyds Banking Group plc (the Company), which are being offered by way of a
rights issue (the Rights
Issue), we represent, warrant, agree and confirm that: 


1. To the
extent we are an existing holder of ordinary shares of the Company (the Ordinary Shares), we
are the beneficial holder of and/or exercise full investment discretion with
respect to our Ordinary Shares. 


2. We are an
institution that (a) has such knowledge and experience in financial and
business matters that we are capable of evaluating the merits and risks of our
investment in the Securities, and (b) is, and any accounts for which we are
acting are, able to bear the economic risk, and sustain a complete loss, of
such investment in the Securities. 






3. We are a
“qualified institutional buyer” (a QIB) as defined in Rule 144A (Rule 144A) under the
US Securities Act of 1933, as amended (the Securities Act). Further, if we are acquiring
the Securities as a fiduciary or agent for one or more investor accounts, (a)
each such account is a QIB, (b) we have investment discretion with respect to
each account, and (c) we have full power and authority to make the
representations, warranties, agreements and acknowledgements herein on behalf
of each such account. 


4. We will
base our investment decision on a copy of the Company’s prospectus dated 3
November, 2009, including the documents incorporated by reference therein (the Prospectus). We
acknowledge that neither the Company nor any of its affiliates nor any other
person (including Merrill Lynch International, UBS Limited, Citigroup Global
Markets U.K. Equity Limited, Goldman Sachs International, HSBC Bank plc, J.P.
Morgan Cazenove Limited or J.P. Morgan Securities Ltd. (together, the Banks)) has made any
representations, express or implied, to us with respect to the Company, the
Rights Issue, the Securities or the accuracy, completeness or adequacy of any
financial or other information concerning the Company, the Rights Issue or the
Securities, other than (in the case of the Company and its affiliates only) the
information contained or incorporated by reference in the Prospectus. We
acknowledge that we have not relied on any information contained in any
research reports prepared by the Banks or any of their respective affiliates.
We understand that the Prospectus has been prepared in accordance with UK
format, style and content, which differs from US format, style and content. In
particular, but without limitation, the financial information contained in the
Prospectus has been prepared in accordance with International Financial
Reporting Standards, and thus may not be comparable to financial statements of
US companies prepared in accordance with US generally accepted accounting
principles. We will not distribute, forward, transfer or otherwise transmit the
Prospectus, or any other presentational or other materials concerning the
Rights Issue (including electronic copies thereof) to any person within the
United States (other than a QIB on behalf of which we act). We acknowledge that
we have read and agreed to the matters set forth under the heading “Terms and Conditions of the Rights Issue”
in the Prospectus. 


5. We will
make our own independent investigation and appraisal of the business, results,
financial condition, prospects, creditworthiness, status and affairs of the
Company and we will make our own investment decision to acquire the Securities.
We understand that there may be certain consequences under US and other tax
laws resulting from an investment in the Securities, including that we must
bear the economic risk of an investment in the Securities for an indefinite
period of time, and we will make such investigation and consult such tax and
other advisors with respect thereto as we deem appropriate. 


6. Any
Securities we acquire will be for our own account (or for the account of a QIB
as to which we exercise sole investment discretion and have authority to make
the statements contained in this letter) for investment purposes, and not with
a view to resale or distribution within the meaning of the US securities laws,
subject to the understanding that the disposition of our property shall at all
times be and remain within our control. 


7. We
understand that the Securities are being offered in a transaction not involving
any public offering in the United States within the meaning of the Securities
Act and that the Securities are not being and will not be registered under the
Securities Act or with any State or other jurisdiction of the United States. We
acknowledge and agree that we are not taking up the Securities as a result of
any general solicitation or general advertising (as those terms 






are defined in
Regulation D under the Securities Act). We understand and agree that, although
offers and sales of the Securities are being made in the United States to QIBs,
they are not being made under Rule 144A, and that the Securities are not
eligible for resale pursuant to Rule 144A. 


8. We
understand that the Securities will be “restricted securities” within the
meaning of Rule 144(a)(3) under the Securities Act and we agree that for so
long as such securities are “restricted securities” (as so defined), they may
not be deposited into any unrestricted depositary facility established or
maintained by any depositary bank, including the current American Depositary
Receipt (ADR)
facility maintained by The Bank of New York Mellon, as depositary for the
Company’s ADR facility (the Depositary). 


9. As long as
the Securities are “restricted securities” within the meaning of Rule 144(a)(3)
under the Securities Act, we will not reoffer, resell, pledge or otherwise
transfer the Securities, except in an offshore transaction in accordance with
Rule 903 or Rule 904 of Regulation S under the Securities Act (which, for the
avoidance of doubt, includes a sale over the London Stock Exchange) and in
accordance with any applicable securities laws of any state or other
jurisdiction of the United States. 


10. We
understand that, to the extent the Securities are delivered in certificated
form, the certificate delivered in respect of the Securities will bear a legend
substantially to the following effect for so long as the securities are
“restricted securities” within the meaning of Rule 144(a)(3) under the
Securities Act: 


THE SHARES REPRESENTED HEREBY HAVE NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”),
OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION
OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR
RULE 904 OF REGULATION S UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED
STATES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING, THE SHARES
MAY NOT BE DEPOSITED INTO ANY UNRESTRICTED DEPOSITARY RECEIPT FACILITY IN RESPECT
OF SHARES ESTABLISHED OR MAINTAINED BY A DEPOSITARY BANK SO LONG AS THEY REMAIN
RESTRICTED SECURITIES. EACH HOLDER, BY ITS ACCEPTANCE OF THESE SHARES,
REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS. 


11. We are
not, nor are we applying as nominee or agent for, a person who is or may be
liable to account for tax under the UK Stamp Duty Reserve Tax Regulations 1986
at any of the increased rates referred to in Section 93 (depositary receipts)
or Section 96 (clearance services) of the UK Finance Act 1986 (a Specified Person). If
any stamp duty, stamp duty reserve tax, or any other transfer, issuance tax or
related interest and penalties (Stamp Tax) arises in connection with our acquisition of
the Securities or any subsequent transfer by us, or our agent, of such shares
to a Specified Person or a nominee or agent for such person, we agree that we
will pay and bear, or procure the payment of, the cost of such Stamp Tax. 






12. We
understand and acknowledge that the Company shall have no obligation to
recognise any offer, sale, pledge or other transfer made other than in
compliance with the restrictions on transfer set forth and described herein and
that the Company may make notation on its records or give instructions to
Equiniti Limited and any transfer agent of the Securities in order to implement
such restrictions. 


13. We
understand that the foregoing representations, warranties, agreements and
acknowledgements are required in connection with United States and other
securities laws and that the Company, its affiliates, the Banks and their
respective affiliates, and others are entitled to rely upon the truth and
accuracy of the representations, warranties, agreements and acknowledgements
contained herein. We agree that if any of the representations, warranties,
agreements and acknowledgements made herein are no longer accurate, we shall
promptly notify the Company and the Banks. All representations, warranties,
agreements and acknowledgements we have made in this letter shall survive the
execution and delivery hereof. 


14. We confirm
that, to the extent we are purchasing the Securities for the account of one or
more other persons, (a) we have been duly authorized to sign this letter and
make the confirmations, acknowledgements and agreements set forth herein on
their behalf and (b) the provisions of this letter constitute legal, valid and
binding obligations of us and any other person for whose account we are acting.



15. We
irrevocably authorise the Company, its affiliates, the Banks and their
respective affiliates and any person acting on their behalf to produce this
letter or a copy hereof to any interested party in any administrative or legal
proceedings, dispute or official inquiry with respect to the matters covered
hereby. 


16. This
letter shall be governed by, and construed in accordance with, the laws of the
State of New York. 


17. We agree
to promptly notify you if, at any time prior to [14 December], 2009, any of the
foregoing ceases to be true. 


Yours truly, 


	
  

 	
  

 
	

 


 	
  

 
	
 Signature of
 Authorised Signatory

 	
  

 






	
  

 	
  

 	
  

 
	
 ON BEHALF OF 

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
 Name of
 Institution

 	
  

 






DATE ________________, 2009







Returned by/on behalf of:


(Complete in Block Capitals) 


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
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 Name of Organization:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
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 Address
 and Control Number:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
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 Name of Individual:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Title / Position:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Contact Telephone
 Number:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
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 Contact email address:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 



 [IMPORTANT NOTICE: WE CANNOT PROCESS THIS
INVESTOR REPRESENTATION LETTER UNLESS THE CONTACT INFORMATION REQUESTED ABOVE
HAS BEEN PROVIDED] 









	
  

 	
  

 	
  

 
	
 SIGNED by

 	
 )

 	
 ARCHIE KANE


 
	
 for and on
 behalf of

 	
 )

 	
  

 
	
 LLOYDS BANKING GROUP PLC

 	
 )

 	
  

 













	
  

 	
  

 	
  

 
	
 SIGNED by

 	
 )

 	
 DAVID JAMES

 
	
 for and on
 behalf of

 	
 )

 	
  

 
	
 CITIGROUP GLOBAL

 	
 )

 	
  

 
	
 MARKETS U.K. EQUITY LIMITED

 	
 )

 	
  

 












	
  

 	
  

 	
  

 
	
 SIGNED by

 	
 )

 	
 RICHARD
 BUCKINGHAM

 
	
 for and on
 behalf of

 	
 )

 	
  

 
	
 GOLDMAN SACHS INTERNATIONAL

 	
 )

 	
  

 













	
  

 	
  

 	
  

 
	
 SIGNED by

 	
 )

 	
 NICK DONALD

 
	
 for and on
 behalf of

 	
 )

 	
  

 
	
 HSBC BANK PLC

 	
 )

 	
  

 











	
  

 	
  

 	
  

 
	
 SIGNED by

 	
 )

 	
 IAN HANNAM

 
	
 for and on
 behalf of

 	
 )

 	
  

 
	
 J.P. MORGAN CAZENOVE LIMITED

 	
 )

 	
  

 











	
  

 	
  

 	
  

 
	
 SIGNED by

 	
 )

 	
 IAN HANNAM

 
	
 for and on
 behalf of

 	
 )

 	
  

 
	
 J.P. MORGAN SECURITIES LTD.

 	
 )

 	
  

 











	
  

 	
  

 	
  

 
	
 SIGNED by

 	
 )

 	
 JAMES O’NEIL

 
	
 for and on
 behalf of

 	
 )

 	
  

 
	
 MERRILL LYNCH INTERNATIONAL

 	
 )

 	
  

 











	
  

 	
  

 	
  

 
	
 SIGNED by

 	
 )

 	
 MICHAEL
 O’BRIEN

 
	
 and

 	
 )

 	
  

 
	
 SIGNED by

 	
 )

 	
 DANIEL
 HOLMES

 
	
 for and on
 behalf of

 	
 )

 	
  

 
	
 UBS LIMITED

 	
 )

 	
  

 












	
  

 	
  

 	
  

 
	
 SIGNED by

 	
 )

 	
 ROBERT
 PIERCE

 
	
 for and on
 behalf of

 	
 )

 	
  

 
	
 LLOYDS TSB BANK PLC

 	
 )

 	
  

 











	
  

 	
  

 	
  

 
	
 SIGNED by

 	
 )

 	
 JAMES O’NEIL

 
	
 for and on
 behalf of

 	
 )

 	
 (under power
 of attorney)

 
	
 BANCA IMI S.P.A.

 	
 )

 	
  

 











	
  

 	
  

 	
  

 
	
 SIGNED by

 	
 )

 	
 JAMES O’NEIL

 
	
 for and on
 behalf of

 	
 )

 	
 (under power
 of attorney)

 
	
 BARCLAYS BANK PLC

 	
 )

 	
  

 











	
  

 	
  

 	
  

 
	
 SIGNED by

 	
 )

 	
 JAMES O’NEIL

 
	
 for and on
 behalf of

 	
 )

 	
 (under power
 of attorney)

 
	
 CALYON

 	
 )

 	
  

 











	
  

 	
  

 	
  

 
	
 SIGNED by

 	
 )

 	
 JAMES O’NEIL

 
	
 for and on
 behalf of

 	
 )

 	
 (under power
 of attorney)

 
	
 COMMERZBANK

 	
 )

 	
  

 
	
 AKTIENGESELLSCHAFT

 	
 )

 	
  

 











	
  

 	
  

 	
  

 
	
 SIGNED by

 	
 )

 	
 JAMES O’NEIL

 
	
 for and on
 behalf of

 	
 )

 	
 (under power
 of attorney)

 
	
 ING BANK N.V.

 	
 )

 	
  

 











	
  

 	
  

 	
  

 
	
 SIGNED by

 	
 )

 	
 JAMES O’NEIL

 
	
 for and on
 behalf of

 	
 )

 	
 (under power
 of attorney)

 
	
 RBS HOARE GOVETT LIMITED

 	
 )

 	
  

 











	
  

 	
  

 	
  

 
	
 SIGNED by

 	
 )

 	
 JAMES O’NEIL

 
	
 for and on
 behalf of

 	
 )

 	
 (under power
 of attorney)

 
	
 BANCO SANTANDER, S.A.

 	
 )

 	
  

 











	
  

 	
  

 	
  

 
	
 SIGNED by

 	
 )

 
	
 for and on
 behalf of

 	
 )

 	
 JAMES O’NEIL

 
	
 MACQUARIE CAPITAL (EUROPE)

 	
 )

 	
 (under power
 of attorney)

 
	
 LIMITED

 	
 )

 	
  

 











	
  

 	
  

 	
  

 
	
 SIGNED by

 	
 )

 	
 JAMES O’NEIL

 
	
 for and on
 behalf of

 	
 )

 	
 (under power
 of attorney)

 
	
 NATIXIS

 	
 )

 	
  

 











	
  

 	
  

 	
  

 
	
 SIGNED by

 	
 )

 	
 JAMES O’NEIL

 
	
 for and on
 behalf of

 	
 )

 	
 (under power
 of attorney)

 
	
 ROYAL BANK OF CANADA EUROPE

 	
 )

 	
  

 
	
 LIMITED

 	
 )

 	
  

 













	
  

 	
  

 	
  

 
	
 SIGNED by

 	
 )

 	
 JAMES O’NEIL

 
	
 for and on
 behalf of

 	
 )

 	
 (under power
 of attorney)

 
	
 UNICREDIT GROUP (BAYERISCHE

 	
 )

 	
  

 
	
 HYPO- UND VEREINSBANK AG)

 	
 )

 	
  

 









	
  

 	
  

 	
  

 
	
 SIGNED by

 	
 )

 	
 JAMES O’NEIL

 
	
 for and on
 behalf of

 	
 )

 	
 (under power
 of attorney)

 
	
 NOMURA INTERNATIONAL PLC

 	
 )

 	
  

 










CONFORMED COPY 


	
  

 
	
 3 November 2009

 
	
  

 
	
 LLOYDS BANKING GROUP PLC

 
	
  

 
	
 CITIGROUP GLOBAL MARKETS U.K. EQUITY
 LIMITED

 
	
  

 
	
 GOLDMAN SACHS INTERNATIONAL

 
	
  

 
	
 HSBC BANK PLC

 
	
  

 
	
 J.P. MORGAN CAZENOVE LIMITED

 
	
  

 
	
 J.P. MORGAN SECURITIES LTD.

 
	
  

 
	
 MERRILL LYNCH INTERNATIONAL

 
	
  

 
	
 UBS LIMITED

 
	
  

 
	
 LLOYDS TSB BANK PLC

 
	
  

 
	
 THE CO-LEAD MANAGERS

 






	
  

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 RIGHTS ISSUE
UNDERWRITING AGREEMENT  

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	

 


 	
  

 






Freshfields Bruckhaus Deringer LLP
 65 Fleet Street 

London EC4Y 1HS






CONFORMED COPY 


CONTENTS


	
  

 	
  

 	
  

 
	
 CLAUSE

 	
  

 	
 PAGE

 
	
  

 	
  

 	
  

 
	
 1.

 	
 DEFINITIONS

 	
 2

 
	
 2.

 	
 CONDITIONS

 	
 17

 
	
 3.

 	
 APPLICATION
 FOR LISTING, ADMISSION TO TRADING AND TO CREST

 	
 21

 
	
 4.

 	
 APPROVAL,
 RELEASE AND DELIVERY OF DOCUMENTS

 	
 22

 
	
 5.

 	
 APPOINTMENTS

 	
 25

 
	
 6.

 	
 ALLOTMENT

 	
 26

 
	
 7.

 	
 PLACING OF
 FRACTIONAL ENTITLEMENTS

 	
 27

 
	
 8.

 	
 UNDERWRITTEN
 SHARES NOT TAKEN UP

 	
 29

 
	
 9.

 	
 UNDERWRITING

 	
 31

 
	
 10.

 	
 COMMISSIONS
 AND EXPENSES

 	
 35

 
	
 11.

 	
 RESTRICTIONS
 ON ACTIONS AND ANNOUNCEMENTS

 	
 37

 
	
 12.

 	
 REPRESENTATIONS,
 WARRANTIES AND UNDERTAKINGS

 	
 40

 
	
 13.

 	
 EXCLUSIONS
 OF LIABILITY

 	
 42

 
	
 14.

 	
 INDEMNITIES

 	
 43

 
	
 15.

 	
 CONTRIBUTION

 	
 47

 
	
 16.

 	
 TERMINATION

 	
 48

 
	
 17.

 	
 WITHHOLDING
 AND GROSSING UP

 	
 51

 
	
 18.

 	
 MISCELLANEOUS

 	
 52

 
	
 19.

 	
 RECEIVING
 AGENT

 	
 55

 
	
 20.

 	
 TIME OF THE
 ESSENCE

 	
 56

 
	
 21.

 	
 WAIVER

 	
 56

 
	
 22.

 	
 THIRD PARTY
 RIGHTS

 	
 56

 
	
 23.

 	
 SEVERABILITY

 	
 57

 
	
 24.

 	
 NOTICES

 	
 57

 
	
 25.

 	
 FURTHER
 ASSURANCES

 	
 58

 
	
 26.

 	
 ASSIGNMENT

 	
 58

 
	
 27.

 	
 ENTIRE
 AGREEMENT

 	
 58

 
	
 28.

 	
 COUNTERPARTS

 	
 58

 
	
 29.

 	
 GOVERNING
 LAW

 	
 59

 
	
 SCHEDULE 1
 NEW SHARES TAKEN UP

 	
 61

 
	
 SCHEDULE 2
 DELIVERY OF DOCUMENTS

 	
 65

 










CONFORMED COPY 


	
  

 	
  

 
	
 SCHEDULE 3
 REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

 	
 74

 
	
 SCHEDULE 4
 LETTER OF CONFIRMATION

 	
 92

 
	
 SCHEDULE 5
 SELLING RESTRICTIONS

 	
 95

 
	
 SCHEDULE 6
 THE UNDERWRITERS

 	
 98

 
	
 SCHEDULE 7
 FORM OF RE-PRICING MEMORANDUM

 	
 100

 
	
 SCHEDULE 8
 CO-BOOKRUNNER

 	
 105

 
	
 SCHEDULE 9
 CO-LEAD MANAGERS

 	
 106

 
	
 SCHEDULE 10
 INVESTOR LETTER

 	
 109

 
	
 ANNEX A FORM
 OF US QIB INVESTOR REPRESENTATION LETTER

 	
 113