FOR SUCH PERIOD, IN
ACCORDANCE WITH GAAP AS THEN IN EFFECT ADDING BACK (OR DEDUCTING AS THE CASE MAY
BE) (ONLY TO THE EXTENT USED IN ARRIVING AT NET INCOME OR LOSS OF THE BANK
GROUP):
(I)
NON-CASH GAINS OR LOSSES, WHETHER EXTRAORDINARY, RECURRING OR
OTHERWISE (EXCLUDING HOWEVER ANY NON-CASH CHARGE TO THE EXTENT THAT IT
REPRESENTS AMORTISATION OF A PREPAID EXPENSE THAT WAS PAID IN A PRIOR PERIOD OR
AN ACCRUAL OF, OR A RESERVE FOR, CASH CHARGES OR EXPENSES IN ANY FUTURE PERIOD),
AND INCLUDING WITHOUT LIMITATION NON-CASH EXPENSES FOR COMPENSATION RELATING TO
THE GRANTING OF OPTIONS AND RESTRICTED STOCK, SALE OF STOCK AND SIMILAR
ARRANGEMENTS;
(II)
INCOME TAX EXPENSE OR BENEFIT;
(III)
FOREIGN CURRENCY TRANSACTION GAINS AND LOSSES AND FOREIGN CURRENCY
TRANSLATION DIFFERENCES;
(IV)
OTHER NON-OPERATING GAINS AND LOSSES, INCLUDING THE COSTS OF, AND
ACCOUNTING FOR, FINANCIAL INSTRUMENTS AND GAINS AND LOSSES ON DISPOSALS OF FIXED
ASSETS;
(V)
SHARE OF INCOME OR LOSSES FROM EQUITY INVESTMENTS AND MINORITY
INTERESTS;
(VI)
INTEREST EXPENSE AND INTEREST INCOME INCLUDING, WITHOUT
LIMITATION, AMORTISATION OF DEBT ISSUANCE COST AND DEBT DISCOUNT;
(VII)
DEPRECIATION AND AMORTISATION;
(VIII)
EXTRAORDINARY ITEMS;
(IX)
AT THE ELECTION OF THE COMPANY, CASH CHARGES RESULTING FROM ANY
THIRD PARTY PROFESSIONAL, ADVISORY, LEGAL AND ACCOUNTING FEES AND OUT-OF-POCKET
EXPENSES REASONABLY INCURRED IN CONNECTION WITH THE MERGER, THE BASEBALL SCHEME,
AN ACQUISITION OR INVESTMENT, ANY FINANCING (IN ANY SUCH CASE, WHETHER COMPLETED
OR NOT) PROVIDED THAT THE AGGREGATE
80
AMOUNT ADDED BACK IN RESPECT OF SUCH FEES AND EXPENSES SHALL NOT AT ANY TIME
EXCEED £25 MILLION;
(X)
RESTRUCTURING CHARGES DETERMINED IN ACCORDANCE WITH FAS 146 IN AN
AMOUNT OF UP TO £50 MILLION FOR THE FINANCIAL YEAR DURING WHICH THE MERGER
CLOSING DATE OCCURS (OR £60 MILLION IN THE EVENT THAT THE BASEBALL ACQUISITION
ALSO OCCURS DURING SUCH FINANCIAL YEAR (OTHER THAN PURSUANT TO A STAND ALONE
BASEBALL FINANCING)) ("YEAR 1") AND UP TO £50 MILLION IN THE FOLLOWING FINANCIAL
YEAR (OR £60 MILLION IN THE EVENT THAT THE BASEBALL ACQUISITION HAS OCCURRED
DURING SUCH FINANCIAL YEAR OR DURING YEAR 1 (IN EITHER CASE, OTHER THAN PURSUANT
TO A STAND ALONE BASEBALL FINANCING)) ("YEAR 2") PROVIDED THAT ANY UNUTILISED
AMOUNTS FROM YEAR 1 MAY BE CARRIED FORWARD TO YEAR 2 AND ANY UNUTILISED AMOUNTS
FROM YEAR 2 (INCLUDING, FOR THE AVOIDANCE OF DOUBT, ANY AMOUNTS ROLLED OVER FROM
YEAR 1) MAY BE CARRIED FORWARD AND ADDED BACK TO CONSOLIDATED OPERATING CASHFLOW
IN THE PERIOD FROM THE END OF YEAR 2 TO THE THIRD ANNIVERSARY OF THE MERGER
CLOSING DATE; AND
(XI)
CUMULATIVE CHANGES IN GAAP FROM AND INCLUDING THE ACCOUNTING
PRINCIPLES APPLIED IN THE PREPARATION OF THE ORIGINAL FINANCIAL STATEMENTS,
minus
(B)
THE EXCLUDED GROUP OPERATING CASHFLOW FOR THAT PERIOD (TO THE
EXTENT INCLUDED IN THE CALCULATION OF PARAGRAPH (A) ABOVE);
(C)
TO THE EXTENT INCLUDED IN CONSOLIDATED NET INCOME FOR SUCH PERIOD
AND NOT OTHERWISE DEDUCTED PURSUANT TO PARAGRAPH (A) ABOVE:
(i)
that portion of the share of profit or loss from Permitted Joint
Ventures; and
(ii)
the