Full LloydsTSB Scheming with Bank of Scotland to rip off The One People

7/28/2019 Full LloydsTSB Scheming with Bank of Scotland to rip off The One People

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LIB01/C4EHR/2368666.7

IN THE HIGH COURT OF JUSTICE NO: OF 2011

CHANCERY DIVISION

COMPANIES COURT

LLOYDS TSBBANK PLC

(company number 2065)

- and -

BANK OF SCOTLAND PLC

(company number SC 327000)

________________________________________________________

SCHEME

for the transfer of part of the corporate banking business of

Bank of Scotland plc to Lloyds TSB Bank plc

pursuant to Part VII of the Financial Services and Markets Act 2000

_________________________________________________________

Ref: C4/EHR/2368666

Hogan Lovells International LLP, Atlantic House, Holborn Viaduct, London EC1A 2FG


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LIB01/C4EHR/2368666.7 Hogan Lovells

CONTENTS

PART A-THE TRANSFER 11. BACKGROUND 12. INTERPRETATION 1PART B-THE TRANSFER 23. TRANSFER OF THE BUSINESS 2PART C-FURTHER PROVISIONS RELATING TO THE TRANSFER 64. CONTINUITY IN AGREEMENTS AND ELSEWHERE 65. CONTINUITY OF PROCEEDINGS 106. ADDITIONAL PROVISIONS RELATING TO THE TRANSFER 107. PRIVACY, CONFIDENTIALITY AND DATA PROTECTION 118. SUBJECT ACCESS REQUESTS 129. EVIDENCE: BOOKS AND DOCUMENTS 1210. ACCESS TO RECORDS 1311. DECLARATION OF TRUST BY BANK OF SCOTLAND 1312. INDEMNITIES 14PART D-PROVISIONS RELATING TO CUSTOMERS 1613. CHANGES TO CUSTOMER AGREEMENTS 1614. SET-OFF RIGHTS OF LLOYDS TSB 1615. ALL MONIES RIGHTS 1616. CONSOLIDATION RIGHTS 1717. OTHER RIGHTS OF LLOYDS TSB 1718. ENTIRE AGREEMENT CLAUSES 1719. CROSS DEFAULT 1820. SAVINGS TO RIGHTS 18PART E-MISCELLANEOUS PROVISIONS 2021. RELEVANT DATE 2022. MODIFICATIONS AND ADDITIONS 2023. EVIDENCE OF TRANSFER 2024. LEGAL OPINIONS 2125. THIRD PARTY RIGHTS 2126. GOVERNING LAW 21SCHEDULE 1-DEFINITIONS AND INTERPRETATION 22


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PART A-THE TRANSFER

1. BACKGROUND

1.1 It is proposed that subject to and in accordance with Part VII of the FSMA each Customer

Relationship shall by the Order transfer from Bank of Scotland to Lloyds TSB on and with

effect from the relevant Customer Effective Date or on and with effect from the Final

Transfer Date in accordance with the terms of this Scheme.

1.2 The Customer Relationships comprise the entire business of Bank of Scotland in respect

of Customers.

1.3 As at 22 March 2011, the entire issued ordinary share capital of Bank of Scotland is

legally and beneficially owned by HBOS plc and the entire issued ordinary share capital of

HBOS plc is legally and beneficially owned by Lloyds TSB.

2. INTERPRETATION

The definitions and principles of interpretation set out in Schedule 1 shall apply in this

Scheme.


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PART B-THE TRANSFER

3. TRANSFER OF THE BUSINESS

Transfer of business

3.1 On and with effect from the relevant Customer Effective Date or on and with effect from

the Final Transfer Date each Customer Relationship shall be transferred by Bank of

Scotland to and vest in Lloyds TSB in accordance with the terms of this Scheme.

3.2 In respect of each of the Customers and whether before or after the date of the Order

Lloyds TSB shall endeavour to agree with such Customer a Customer Effective Date

which shall be no earlier than the date of the Order and no later than that business day

which is 2 days before the Final Transfer Date. Where a Customer and Lloyds TSB shall

agree a Customer Effective Date, Lloyds TSB shall by notice in writing despatched no

less than 10 business days before such date, notify the Customer of such date and this

Scheme shall take effect in respect of such Customer on that Customer Effective Date.

3.3 On and with effect from each Customer Effective Date, each Customer Relationship shall

be transferred from Bank of Scotland to and vest in Lloyds TSB in accordance with, but

subject to, the Scheme.

3.4 Where and for whatever reason any Customer Relationship shall not have been

transferred to Lloyds TSB pursuant to a Customer Effective Date by close of business on

that day which is 2 days before the Final Transfer Date, such Customer Relationship shall

be transferred from Bank of Scotland to Lloyds TSB and the Scheme shall take effect in

respect of such Customer Relationship at close of business on the Final Transfer Date.

Transferred Assets

3.5 On and with effect from each Relevant Date, the relevant Transferred Assets to which

such Relevant Date applies shall, by this Scheme and without any further act or

instrument, be transferred to and vest in Lloyds TSB subject to all Encumbrances (if any)

affecting such assets in accordance with the terms of this Scheme.

Residual Assets

3.6 On and with effect from each Subsequent Transfer Date, each Residual Asset to which

such Subsequent Transfer Date applies shall, by this Scheme and without any further act

or instrument, be transferred to and vest in Lloyds TSB subject to all Encumbrances (if

any) affecting such Residual Asset in accordance with the terms of this Scheme.

Title to assets


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3.7 Lloyds TSB shall accept without investigation or requisition such title as Bank of Scotland

shall have at each Relevant Date to the Transferred Assets to which such Relevant Date

applies and at each Subsequent Transfer Date to the Residual Asset then transferred to

it.

Transferred Liabilities

3.8 On and with effect from each Relevant Date, the Transferred Liabilities to which such

Relevant Date applies shall, by this Scheme and without any further act or instrument, be

transferred to and become liabilities of Lloyds TSB subject to all Encumbrances (if any)

affecting such liabilities and shall cease to be liabilities of Bank of Scotland in accordance

with the terms of this Scheme.

Residual Liabilities

3.9 On and with effect from each Subsequent Transfer Date, each Residual Liability to which

such Subsequent Transfer Date applies shall, by this Scheme and without any further act

or instrument, be transferred to and become a liability of Lloyds TSB subject to all

Encumbrances (if any) affecting such Residual Liability and shall cease to be a liability of

Bank of Scotland in accordance with the terms of this Scheme.

Transfer of assets and liabilities with associated Encumbrance and transfer of

Related Agreements

3.10 Unless otherwise agreed by Bank of Scotland and Lloyds TSB, any Customer Asset

(including any asset arising under a Customer Agreement and any associated credit or

other facility, loan, letter of credit, bond, note, derivative, guarantee, indemnity or other

right or benefit) in respect of which an Encumbrance has been granted by or in favour of

Bank of Scotland shall only transfer to Lloyds TSB if the relevant Encumbrance transfers

at the same time, and any Encumbrance granted by or in favour of Bank of Scotland in

respect of any Customer Asset shall only transfer to Lloyds TSB if the relevant Customer

Asset transfers at the same time.

3.11 Unless otherwise agreed by Bank of Scotland and Lloyds TSB, any Customer Liability

(including any liability arising under a Customer Agreement and any associated credit or

other facility, loan, letter of credit, bond, note, derivative, guarantee, indemnity or other

liability) in respect of which an Encumbrance has been granted by or in favour of Bank of

Scotland shall only transfer to Lloyds TSB if the relevant Encumbrance transfers at the

same time, and any Encumbrance granted by or in favour of Bank of Scotland in respect

of any Customer Liability shall only transfer to Lloyds TSB if the relevant Customer

Liability transfers at the same time.


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3.12 Unless otherwise agreed by Bank of Scotland and Lloyds TSB any Related Agreement

shall only transfer to Lloyds TSB if the Customer Agreement to which it is related transfers

at the same time and any Customer Agreement shall only transfer to Lloyds TSB if each

of its Related Agreements transfer at the same time.

Residual Assets and Residual Liabilities

3.13 Any Customer Assets or Customer Liabilities, including any related Encumbrance granted

by or in favour of Bank of Scotland, which do not transfer on a Customer Effective Date or

the Final Transfer Date as a result of paragraphs 3.10 to 3.12 shall be held by Bank of

Scotland until the Relevant Date as Residual Assets or Residual Liabilities.

3.14 Residual Assets and Residual Liabilities may be transferred to Lloyds TSB pursuant to

this Scheme or by any other process or procedure.

Consequences of the transfer

3.15 Neither the transfer of a Customer Relationship nor this Scheme nor anything done or

omitted to be done in connection with the transfer of a Customer Relationship or this

Scheme shall, in respect of a Customer Relationship, or any Transferred Asset,

Transferred Liability, Residual Asset, Residual Liability or any asset, property or liability of

or the business of any member of the Lloyds Banking Group including the business of

Lloyds TSB, whether before or after the Effective Date:

(a) invalidate, discharge or result in the termination of any agreement, instrument,

trust deed, indenture, Encumbrance, right, interest, benefit, power, obligation or

title;

(b) constitute a breach of or default, event of default, potential event of default,

termination event, mandatory prepayment event, enforcement event, perfection

event or other similar event or condition (however described) under, or allow any

person to terminate, any agreement, instrument, trust deed, indenture,

Encumbrance, right, interest, benefit, power, obligation or title;

(c) require any registration, re-registration or filing or any amendment to any existing

registration or filing in respect of any agreement, instrument, trust deed, indenture,

Encumbrance, right, interest, benefit, power, obligation or title;

(d) require any person to perform any new or additional obligation or to take any new

or additional step or action, including the giving of any notice, the obtaining of any

consent, approval or determination, the accession to any agreement, the payment

of any fee, cost, expense, interest or other amount, the granting of any new or

additional Encumbrance or the transfer of any asset or property;


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(e) entitle or require any person to exercise any right or remedy, to reduce, suspend,

delay, alter or discharge its rights or obligations, to accelerate, terminate,

suspend, delay, alter or discharge the performance of any rights or obligations or

otherwise to vary, amend, disclaim, repudiate or terminate any agreement,

instrument or Encumbrance; or

(f) affect the enforceability, priority or ranking of any Encumbrance.

On and with effect from the Relevant Date, Lloyds TSB shall succeed to each Customer

Relationship as if in all respects, but subject to the terms of this Scheme, Lloyds TSB

were the same person in law as Bank of Scotland with such assets, property and liabilities

as Bank of Scotland had immediately prior to the Relevant Date with respect to each

Customer Relationship.

3.16 Amendment of contracts and title

Subject to paragraph 3.15 and Part D, nothing in this Scheme shall prejudice any right

which Lloyds TSB or any other person may have on the Relevant Date or subsequently to

vary, terminate or perfect any agreement, instrument, trust deed, indenture,

Encumbrance, right, interest, benefit, power, obligation or title whether under its terms as

amended by this Scheme, by law or otherwise.

3.17 Capacity of Bank of Scotland and Lloyds TSB

The transfers made pursuant to this Scheme shall have effect notwithstanding any

provision to the contrary in any agreement, instrument, trust deed, indenture or

arrangement and whether or not either Bank of Scotland or Lloyds TSB has capacity to

effect the same.


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PART C-FURTHER PROVISIONS RELATING TO THE TRANSFER

4. CONTINUITY IN AGREEMENTS AND ELSEWHERE

4.1 On and with effect from the Relevant Date and subject to the terms of this Scheme, eachagreement relating to a Customer Relationship, whether in writing or not, shall have effect

as if Lloyds TSB had always been a party to it instead of Bank of Scotland and, subject to

the terms of this Scheme, each agreement shall be subject to the same terms and

conditions and Encumbrances as applicable immediately prior to the Relevant Date, and

accordingly the rights and obligations of Bank of Scotland in respect of any such

agreement shall be extinguished.

4.2 On and with effect from the Relevant Date and subject to the terms of this Scheme:

(a) any credit or other facility, loan, mortgage, bond, note, derivative, guarantee,

indemnity, letter of credit or other assurance available to any person from Bank of

Scotland in respect of a Customer Relationship immediately prior to the Relevant

Date shall become a credit or other facility, loan, mortgage, bond, note, derivative,

guarantee, indemnity, letter of credit or other assurance available to such person

from Lloyds TSB, and, subject to the terms of this Scheme, Lloyds TSB shall have

all rights, powers, remedies and Encumbrances in its favour, and shall be subject

to the same obligations and Encumbrances against it and without affecting the

enforceability, priority or ranking of any such Encumbrance, in respect of such

credit or other facility, loan, mortgage, bond, note, derivative, guarantee,

indemnity, letter of credit or other assurance as Bank of Scotland immediately

prior to the Relevant Date;

(b) any deposit, senior, subordinated or other loan or loan facility, bond, note,

derivative, guarantee, indemnity, letter of credit or other assurance available to

Bank of Scotland from any person in respect of a Customer Relationship

immediately prior to the Relevant Date shall become a deposit, senior,subordinated or other loan or loan facility, bond, note, derivative, guarantee,

indemnity, letter of credit or other assurance available to Lloyds TSB from such

person, and, subject to the terms of this Scheme, Lloyds TSB shall have the same

rights, powers, remedies and Encumbrances in its favour and shall be subject to

the same obligations and Encumbrances against it and without affecting the

enforceability, priority or ranking of any such Encumbrance, in respect of such

deposit, senior, subordinated or other loan or loan facility, bond, note, derivative,

guarantee, indemnity, letter of credit or other assurance as Bank of Scotland

immediately prior to the Relevant Date;


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Bank of Scotland alone or for Bank of Scotland and other persons), immediately

prior to the Relevant Date shall be held by or vested in Lloyds TSB or, as

applicable, that nominee, agent or trustee for Lloyds TSB as if Lloyds TSB or that

nominee, agent or trustee had always held such Encumbrance or had the benefit

of such Encumbrance and be available to and enforceable by Lloyds TSB, or the

relevant nominee, agent or trustee, both with respect to (i) any liabilities and

indebtedness (including any principal, interest, fees, charges or other sums) to

which the Encumbrance relates which has been incurred or which has arisen prior

to the Relevant Date and (ii) any liabilities and indebtedness (including any

principal, interest, fees, charges or other sums) to which the Encumbrance relates

which is incurred or which arises on or after the Relevant Date; and

(b) in respect of any Encumbrance referred to in paragraph 4.3(a) and any liabilities

thereby secured, Lloyds TSB, or the relevant nominee, agent or trustee, shall on

and from the Relevant Date be entitled to the same rights, ranking and priorities

and be subject to the same obligations and incidents as those to which Bank of

Scotland, or the relevant nominee, agent or trustee, was entitled and subject

immediately prior to the Relevant Date and, without prejudice to the generality of

the foregoing, all waivers, amendments, conditions, consents, deeds of

substitution, deeds of release, ranking agreements and priority agreements

relating to any such Encumbrance shall be enforceable by and binding upon

Lloyds TSB, or the relevant nominee, agent or trustee, on and after the RelevantDate to the same extent to which the same would have been enforceable by and

binding upon Bank of Scotland, or the relevant nominee, agent or trustee, prior to

the Relevant Date.

4.4 On and with effect from the Relevant Date and subject to the terms of this Scheme, any

asset relating to a Customer Relationship transferred to and vesting in Lloyds TSB and

which was held by Bank of Scotland, whether alone or jointly with others, as a trustee,

custodian or in a similar fiduciary capacity shall be held by Lloyds TSB alone or jointly, as

the case may be, and in the capacity of a trustee, custodian or in a similar fiduciary

capacity, as the case may be, with and subject to the rights, powers, discretions, duties

and obligations previously applicable to Bank of Scotland.

4.5 On and with effect from the Relevant Date and subject to the terms of this Scheme, any

asset relating to a Customer Relationship transferred to and vesting in Lloyds TSB and in

which Bank of Scotland was interested, whether alone or jointly with others, as a

beneficiary or in a similar capacity shall vest in Lloyds TSB alone or jointly, as the case

may be, and in the capacity of a beneficiary or in a similar capacity, as the case may be,


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with and subject to the rights, powers, duties and obligations previously applicable to

Bank of Scotland.

4.6 On and with effect from the Relevant Date and subject to the terms of this Scheme, all

references in respect of a Customer Relationship, whether in an agreement to which Bank

of Scotland is party, an agreement to which Bank of Scotland is not a party or elsewhere

(including references in insurance policies for any purpose and interests noted on such

policies) and whether in writing or not, to Bank of Scotland, the Bank of Scotland Group,

the Bank of Scotland Board or any director, officer, employee or agent of Bank of

Scotland shall be read as references to Lloyds TSB, the Lloyds Banking Group, the

Lloyds TSB Board or any director, officer, employee or agent of Lloyds TSB respectively.

In addition, all rights and/or duties exercisable or expressed to be exercisable or

responsibilities to be performed by Bank of Scotland, the Bank of Scotland Board or any

director, officer, employee or agent of Bank of Scotland, whether in an agreement

between Bank of Scotland and any other person or elsewhere and whether in writing or

not, shall, on and with effect from the Relevant Date and subject to the terms of this

Scheme, be exercisable or required to be performed by Lloyds TSB, the Lloyds TSB

Board or any director, officer, employee or agent of Lloyds TSB as appropriate.

4.7 On and with effect from the Relevant Date and subject to the terms of this Scheme, all

references in respect of a Customer Relationship, whether in an agreement to which Bank

of Scotland is party, an agreement to which Bank of Scotland is not a party or elsewhere

(including references in insurance policies for any purpose and interests noted on such

policies) and whether in writing or not, to the sort code and account numbers allocated by

Bank of Scotland for a particular Customer account which is a continuing account

following the Relevant Date shall be read as references to the sort code and account

numbers allocated by Lloyds TSB for that particular Customer account following the

Relevant Date.

4.8 Without prejudice to the generality of paragraph 4.6, on and with effect from the Relevant

Date:

(a) any offer or invitation to treat relating to a Customer Relationship made to or by

Bank of Scotland prior to the Relevant Date in respect of the Pipeline Business

shall be construed and have effect as an offer or invitation to treat made to or by

Lloyds TSB;

(b) if a person executes an agreement, undertaking, mortgage instrument,

Encumbrance or other document as a result of any offer or invitation to treat

referred to in paragraph 4.8(a) which would, when completed, on its face be an

agreement with or undertaking, mortgage instrument, Encumbrance or document


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in favour of Bank of Scotland, such agreement, undertaking, mortgage instrument,

Encumbrance or other document shall operate as if with or in favour of Lloyds

TSB; and

(c) paragraph 4.6 shall apply in respect of any references to Bank of Scotland, the

Bank of Scotland Group, the Bank of Scotland Board or any director, officer,

employee or agent of Bank of Scotland in or relating to such offer, invitation to

treat, agreement, undertaking, mortgage instrument, Encumbrance or other

document and any further document relating thereto including any insurance

policy.

5. CONTINUITY OF PROCEEDINGS

5.1 On and with effect from the Relevant Date, any Proceedings issued, served, pending,

threatened or otherwise in connection with a Customer Relationship in respect of which

Bank of Scotland is plaintiff, claimant, applicant, defendant, respondent or other party

shall be continued by, against or with Lloyds TSB and Lloyds TSB shall be entitled to all

defences, claims, counterclaims, defences to counterclaims and (subject to paragraph 14)

rights of set-off that were or would have been available to Bank of Scotland in respect of

those Proceedings.

5.2 On and with effect from the Relevant Date, any judgment, settlement, order or award

obtained by or against Bank of Scotland in respect of a Customer Relationship and not

fully satisfied before the Relevant Date shall, to the extent to which it was enforceable by

or against Bank of Scotland immediately prior thereto, become enforceable by or against

Lloyds TSB.

6. ADDITIONAL PROVISIONS RELATING TO THE TRANSFER

6.1 On and with effect from the Relevant Date and subject to the terms of this Scheme:

(a) any negotiable instrument, cheque, warrant, draft, letter of credit or order for

payment of money relating to a Customer Relationship drawn on or by, or given to

or by, or accepted or endorsed by, Bank of Scotland, or payable at any place of

business of Bank of Scotland, whether so drawn, given, accepted, endorsed or

payable before, on or after the Relevant Date, shall have the same effect as if it

had been drawn on or by, or given to or by or accepted or endorsed by, Lloyds

TSB or, as the case may be, as if the place of business at which it is payable were

a place of business of Lloyds TSB;

(b) the custody of any document, record, goods or other thing held by Bank of

Scotland as bailee or chargee in respect of a Customer Relationship shall pass to


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Lloyds TSB and the rights and obligations of Bank of Scotland under any

agreement or bailment relating to any such document, record, goods or thing shall

on that day become rights and obligations of Lloyds TSB; and

(c) any instruction, standing order, direct debit, direction, mandate, indemnity, power

of attorney, authority, undertaking, declaration or consent given to or by Bank of

Scotland in respect of a Customer Relationship (whether in writing or not and

whether or not in respect of an account) shall have effect as if given to or, as the

case may be, by Lloyds TSB.

6.2 Lloyds TSB shall have the same rights, powers and remedies (and in particular the same

rights and powers as to taking or resisting legal proceedings or making or resisting

applications to any authority) for ascertaining, perfecting or enforcing any asset or liability

of a Customer Relationship as if it had at all times been an asset or liability of Lloyds TSB.

6.3 Lloyds TSB shall be entitled to rely on and enforce any consent, waiver, representation,

warranty, statement or estoppel given or made to Bank of Scotland by a person in respect

of a Customer Relationship prior to the Relevant Date as though such consent, waiver,

representation, warranty, statement or estoppel had been given or made to Lloyds TSB

and to the same extent that Bank of Scotland would have been able to rely on and

enforce the same.

6.4 Lloyds TSB shall have the same rights under any agreement relating to a Customer

Relationship as Bank of Scotland had immediately prior to the Relevant Date to publish,

determine, ascertain, vary or amend any rates, charges, tariffs, scale of fees or other

terms. Any such rates, charges, tariffs, scale of fees or other terms published,

determined, ascertained, varied or amended by Lloyds TSB on or from the Relevant Date

shall apply in place of those published, determined, ascertained, varied or amended by

Bank of Scotland.

7. PRIVACY, CONFIDENTIALITY AND DATA PROTECTION

7.1 On and with effect from each Relevant Date, Lloyds TSB shall, in respect of a Customer

Relationship to which that Relevant Date applies, owe to any person the same duties of

confidentiality and privacy as those which Bank of Scotland owed in respect of a

Customer Relationship immediately prior to the Relevant Date.

7.2 Without prejudice to the other provisions of this Scheme, in respect of the Personal Data

Consents, Lloyds TSB shall, with effect from each Relevant Date:

(a) succeed to all rights, liabilities and obligations of Bank of Scotland in respect of

those Consents;


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(b) become the Data Controller in respect of those Consents in place of Bank of

Scotland and shall be deemed to have been the Data Controller at all material

times when the Personal Data was processed pursuant to those Consents; and

(c) be under the same duty by virtue of any law to which Bank of Scotland was

subject to respect the confidentiality and privacy of any person in respect of the

Personal Data processed pursuant to those Consents and shall be bound by any

specific notice or Consent given, or request made, by the Data Subject which was

binding on Bank of Scotland,

and in any such Consent, any reference to Bank of Scotland shall be deemed to be a

reference to Lloyds TSB.

8. SUBJECT ACCESS REQUESTS

8.1 Where Personal Data has been provided about individuals in connection with any

application for or operation of a Customer Agreement and any such individual has made a

Subject Access Request to Bank of Scotland before the Relevant Date and Bank of

Scotland has not responded with a copy of the Personal Data held by it in accordance

with the DPA before the Relevant Date, Lloyds TSB may respond to the request, in

accordance with the DPA, by providing copies of Personal Data held by Bank of Scotland

immediately before the Relevant Date.

8.2 Where a Data Subject has made a Subject Access Request to Lloyds TSB before the

Relevant Date and Lloyds TSB has not responded with a copy of the Personal Data held

by it in accordance with the DPA before the Relevant Date, Lloyds TSB may exclude

Personal Data forming part of a Customer Relationship from its response thereafter.

9. EVIDENCE: BOOKS AND DOCUMENTS

9.1 All books and other documents which would, before the applicable Relevant Date, have

been evidence in respect of any matter for or against Bank of Scotland at the Relevant

Date shall be admissible in evidence in respect of the same matter for or against Lloyds

TSB on or after the Relevant Date. In this paragraph "documents" has the same meaning

as in section 13 of the Civil Evidence Act 1995.

9.2 On and from the applicable Relevant Date, the Bankers' Books Evidence Act 1879 shall

apply to any books of Bank of Scotland transferred to, and vested in, Lloyds TSB by virtue

of this Scheme, and to entries made in those books before the Relevant Date, as if such

books were the books of Lloyds TSB.

9.3 For the purpose of section 4 of the Bankers' Books Evidence Act 1879, books so

transferred to, and vested in, Lloyds TSB shall be deemed to have been the ordinary


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books of Lloyds TSB at the time of the making of any entry therein which purports to have

been made before the Relevant Date, and any such entry shall be deemed to have been

made in the usual and ordinary course of business.

9.4 In this paragraph "books" shall be construed in accordance with section 9(2) of the

Bankers' Books Evidence Act 1879.

10. ACCESS TO RECORDS

10.1 Subject to the same being treated as confidential information and being kept confidential

by the persons provided access under this paragraph 10, from the Relevant Date:

(a) Bank of Scotland shall allow Lloyds TSB and any persons authorised by Lloyds

TSB access on reasonable notice to the Statutory Records and the VAT Records;

and

(b) Lloyds TSB shall allow Bank of Scotland and any persons authorised by Bank of

Scotland access on reasonable notice to the Business Records,

in each case, save to the extent that Bank of Scotland or Lloyds TSB (as appropriate) is

prevented from doing so by any obligation in law (including any obligation as to

confidentiality), regulation, judgment or order of any court or any competent judicial,

governmental, regulatory or supervisory body.

11. DECLARATION OF TRUST BY BANK OF SCOTLAND

11.1 If:

(a) any asset of Bank of Scotland is not transferred to and vested in Lloyds TSB by

this Scheme on the Customer Effective Date by reason of such asset being a

Residual Asset or for any other reason; or

(b) any Residual Asset is not transferred to and vested in Lloyds TSB by this Scheme

on the Subsequent Transfer Date applicable thereto,

then Bank of Scotland shall, on and from the Relevant Date (but save to the extent that

giving effect to such a trust would require a consent or waiver which has not been

obtained or that such a trust would not be recognised by any applicable law or unless

otherwise agreed by Bank of Scotland and Lloyds TSB) hold any asset referred to in

paragraphs 11.1(a) and (b), together with any proceeds of sale or income or other right

accrued or return arising in respect thereof (including, any payment, property or right

within paragraph 11.3 below), as trustee for Lloyds TSB.


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have conduct of all litigation or other proceedings in respect of any such claim (including

taking such action in the name of and on behalf of Bank of Scotland as Lloyds TSB shall

determine). In that connection, Bank of Scotland shall give all such assistance as Lloyds

TSB may reasonably require in conducting all proceedings.

12.4 Subject to paragraph 12.5, Bank of Scotland shall indemnify Lloyds TSB against all

liabilities, losses, claims and expenses in respect of a Customer Relationship:

(a) to the extent they are otherwise recoverable by Bank of Scotland from any person;

or

(b) in connection with any defect (whether in title or otherwise) in respect of, or any

other diminution in the value of, any property transferred to Lloyds TSB under this

Scheme to the extent that the loss resulting therefrom is otherwise recoverable

from any person.

12.5 The indemnity in paragraph 12.4 shall be limited to such amounts as Bank of Scotland

shall recover pursuant to the rights it may have against any person (including, without

limitation, under any applicable contract of insurance).


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PART D-PROVISIONS RELATING TO CUSTOMERS

13. CHANGES TO CUSTOMER AGREEMENTS

13.1 Where a Customer Agreement for a Corporate, Currency or Deposit account contains:

(a) a provision permitting notices to be given to Bank of Scotland by fax, that

provision will be deleted on and with effect from the Relevant Date, and the

relevant Customer Agreement shall be read and construed as if it excluded any

provision permitting notices to be given by fax;

(b) a reference to cut-off times and clearing cycles, on and with effect from the

Relevant Date, such references shall be read and construed as it they were

references to the cut-off times and clearing cycles of Lloyds TSB available to

Customers on www.lloydsbankcorporatemarkets.com;

(c) a clause permitting interest earned on deposit accounts to be paid into any

account of the Customer, such clause shall on and with effect from the Relevant

Date be read and construed as if it required interest on deposit accounts only to

be paid into an account of the Customer with Lloyds TSB;

(d) a provision governing the payment or calculation of interest, such provision shall

be read and construed as if it stated that interest on credit and debit balances will

be calculated up to the 9th

of each month and will be debited or credited to the

account on the 10th

of each month.

14. SET-OFF RIGHTS OF LLOYDS TSB

14.1 Lloyds TSB shall not be entitled on and with effect from the Relevant Date to apply any

Set-Off Rights which might otherwise be exercisable by Lloyds TSB by virtue of this

Scheme to reduce or discharge any liability arising from time to time:

(a) under any Existing Lloyds TSB Agreement, using credit balances held pursuant to

any BoS Agreement; or

(b) under any BoS Agreement, using credit balances held pursuant to any Existing

Lloyds TSB Agreement.

15. ALL MONIES RIGHTS

Lloyds TSB shall not be entitled on and from the Relevant Date to apply any All Monies

Rights which might otherwise be exercisable by Lloyds TSB by virtue of this Scheme:


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(a) under any Existing Lloyds TSB Agreement, to secure any liability arising from time

to time under any BoS Agreement; or

(b) under any BoS Agreement, to secure any liability arising from time to time under

any Existing Lloyds TSB Agreement.

16. CONSOLIDATION RIGHTS

Lloyds TSB shall not be entitled on and from the Relevant Date to apply any

Consolidation Rights which might otherwise be exercisable by Lloyds TSB by virtue of this

Scheme to prevent the release of any Encumbrance given in respect of:

(a) any Existing Lloyds TSB Agreement, until any obligations have been satisfied

under any BoS Agreement; or

(b) any BoS Agreement, until any obligations have been satisfied under any Existing

Lloyds TSB Agreement.

17. OTHER RIGHTS OF LLOYDS TSB

Lloyds TSB shall not be entitled on and from the Relevant Date to apply any other right,

benefit, interest, discretion, authority or power which might otherwise beexercisable byLloyds TSBby virtue of this Schemeunder or in respect of any:

(a) Existing Lloyds TSB Agreement, to terminate, reduce, suspend, delay, alter,discharge or otherwise secure any liability arising from time to time under any BoS

Agreement; or

(b) BoS Agreement, to terminate, reduce, suspend, alter, discharge or otherwise

secure any liability arising from time to time under any Existing Lloyds TSB

Agreement.

18. ENTIRE AGREEMENT PROVISIONS

18.1 Where a BoS Agreement contains an Entire Agreement Provision, on and with effect from

the Relevant Date, the relevant clause shall be read and construed as if it referred only to

products or services comprised in the Customer Relationship, and shall not apply to, and

the BoS Agreement shall not supersede, any Existing Lloyds TSB Agreements.

18.2 Where an Existing Lloyds TSB Agreement contains an Entire Agreement Provision, on

and with effect from the Relevant Date, the relevant clause shall be read and construed

as if it referred only to products or services of Lloyds TSB not comprised in the Customer

Relationship, and shall not apply to, and the Existing Lloyds TSB Agreement shall notsupersede, any BoS Agreements.


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18.3 Where a New Lloyds TSB Agreement contains an Entire Agreement Provision, the

relevant clause shall, unless expressly stated to the contrary, be read and construed as if

it referred only to products or services of Lloyds TSB not comprised in the Customer

Relationship, and shall not apply to, and the New Lloyds TSB Agreement shall not

supersede, any BoS Agreement.

19. CROSS DEFAULT

Lloyds TSB shall not be entitled on and from the Relevant Date to apply any Cross

Default Rights which might otherwise be exercisable by Lloyds TSB by virtue of this

Scheme to accelerate or alter any rights or obligations:

(a) under any Existing Lloyds TSB Agreement, as a result of the breach of any BoS

Agreement; or

(b) under any BoS Agreement, as a result of the breach of any Existing Lloyds TSB

Agreement.

20. SAVINGS TO RIGHTS

20.1 The provisions of paragraphs 14 to 19 shall not apply to diminish any right, benefit,

interest, discretion, authority or power which:

(a) immediately prior to the Relevant Date, Lloyds TSB or its counterparty has in

respect of agreements entered into by Bank of Scotland, including any rights of

Lloyds TSB to use credit balances on accounts held with Lloyds TSB to pay debts

owed to Bank of Scotland;

(b) immediately prior to the Relevant Date, Bank of Scotland or its counterparty has in

respect of Existing Lloyds TSB Agreements; or

(c) Lloyds TSB, Bank of Scotland or a Customer may acquire other than as a result of

the Scheme, including as a result of the variation on or after the Relevant Date of

a BoS Agreement, Existing Lloyds TSB Agreement or New Lloyds TSB

Agreement.

20.2 If, on or after the Relevant Date, Lloyds TSB acquires any rights to exercise any of the

rights, benefits, interests, discretions, authorities or powers referred to in paragraphs 14 to

19 in respect of agreements entered into with other Lloyds Banking Group companies

("Acquired Rights") either:

(a) as a result of any contractual variation; or

(b) through other means, other than as a result of the Scheme,


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paragraphs 14 to 19 shall not apply to restrict Lloyds TSB's rights to exercise the

Acquired Rights.


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PART E-MISCELLANEOUS PROVISIONS

21. RELEVANT DATE

21.1 Subject to paragraph 21.2, this Scheme shall become effective in respect of eachCustomer Relationship at 00.01 hrs on the relevant Customer Effective Date or, if no

Customer Effective Date is agreed for a particular Customer, at close of business on the

Final Transfer Date or such other time and date as the Court may allow on the application

of Bank of Scotland and Lloyds TSB provided that the first Customer Effective Date shall

not be before the date of the Order or after the Final Transfer Date.

21.2 Unless this Scheme shall become effective in respect of any Customer Relationship on or

before the Final Transfer Date or such other date and/or time as the Court may allow on

the application of Bank of Scotland and Lloyds TSB, it shall lapse.

22. MODIFICATIONS AND ADDITIONS

22.1 Bank of Scotland and Lloyds TSB may consent for and on behalf of themselves and all

other persons concerned to any modification of or addition to this Scheme or to any

further condition or provision affecting the same which, in each case prior to its sanction

of this Scheme, the Court may approve or impose.

22.2 At any time after the sanction of this Scheme, Lloyds TSB may apply to the Court for

consent to amend its terms to the extent that they apply to a Customer Relationship,

provided that in any such case the FSA shall be notified of, and have the right to be heard

at, any hearing of the Court at which such application is considered. If such consent is

granted, Lloyds TSB may amend the terms of this Scheme in accordance with such

consent.

22.3 At any time after the sanction of this Scheme, in the case of any minor or technical

amendment to the terms of this Scheme, or any amendment to correct any manifest error

in its terms, the amendment may be made without the consent of the Court provided that

in any such case the FSA shall have been notified of the proposed amendment and shall

have approved the same.

23. EVIDENCE OF TRANSFER

23.1 The production of a copy of the Order and of this Scheme, with any modifications made

under paragraph 22, for all purposes shall be conclusive evidence of the transfer to, and

vesting in, Lloyds TSB of a Customer Relationship, the Transferred Assets, the

Transferred Liabilities, the Residual Assets and the Residual Liabilities.


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23.2 In order to enable Lloyds TSB to complete any title to any property or interest in land

transferred to, and vested in, it by virtue of this Scheme and, without prejudice to

paragraphs 3 to 19 inclusive and 23.1, by notice of title or otherwise, or to deduce title,

this Scheme and/or the Order, with any modifications made under paragraph 22, together

with any document ancillary thereto (including a certificate of any officer or employee of

Lloyds TSB identifying the relevant property or interest in land) shall be deemed to be,

and may be used as, a general disposition, conveyance or as the case may be,

assignation, of such property or interest in favour of Lloyds TSB.

24. LEGAL OPINIONS

Where an opinion letter has been provided to Bank of Scotland which covers forms of

agreement which have been used in creating both Customer Agreements and

agreements with customers to be retained by Bank of Scotland, Lloyds TSB may with

effect from the Relevant Date rely on such opinion letters in relation to the Customer

Agreements to the same extent as if such opinion letters had been addressed to Lloyds

TSB in addition to Bank of Scotland.

25. THIRD PARTY RIGHTS

A person who is not a party to this Scheme may not enforce any term of this Scheme

pursuant to the Contracts (Rights of Third Parties) Act 1999.

26. GOVERNING LAW

This Scheme is governed by, and shall be construed in accordance with, English law.

Dated: [ ] 2011.


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SCHEDULE 1

DEFINITIONS AND INTERPRETATION

1. In this Scheme, the following defined terms have the meanings set out opposite them:

"All Monies Rights" rights providing for a charge, debenture, mortgage or

standard security or any other security given in respect of

an agreement to secure, in addition,obligations arising

under other agreements;

"assets" or "property" assets, property, title, claims, benefits, rights, interests,

authorities, discretions and powers of any description,

whether present or future or actual or contingent, including

any interest (legal or equitable) in real or personal property,

any thing in action, any right in contract, tort or otherwise,

any asset held on trust or in a fiduciary capacity, any

interest under or by virtue of a trust (howsoever arising),

any interest arising under any Encumbrance and any right

in respect of a judgment, order or award made in any

Proceedings and any power under or by virtue of a power of

attorney (howsoever arising);

"Bank of Scotland" Bank of Scotland plc, a company registered in Scotland,

registered number SC327000 and whose registered office

is at The Mound, Edinburgh, EH1 1YZ ;

"Bank of Scotland Board" the board of directors of Bank of Scotland;

"Bank of Scotland Group" Bank of Scotland and its subsidiaries;

"BoS Agreement" a Customer Agreement or an agreement between Bank of

Scotland and a person who has provided an Encumbrance

in respect of a Customer;

"Consent" consent for the purposes of paragraph 1 of Schedule 2 to

the DPA;


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"Consolidation Rights" rights providing for any Encumbrance given in respect of an

agreement not to be released or discharged until

obligations have been satisfied in respect of any other

agreement;

"Court" the High Court of Justice in England;

"Cross Default Rights" rights providing for, or which (if exercised) might result in,

the acceleration or alteration of payment obligations or

other obligations under an agreement as a result of a

default under another agreement;

"Customer" a customer of the major corporate or financial institution

business units of Bank of Scotland which has been notified

that its banking relationship is to be transferred from Bank

of Scotland to Lloyds TSB pursuant to the Scheme, which

either alone or jointly with others has entered into a

Customer Agreement;

"Customer Agreement" an agreement, other than an Excluded Agreement, with any

Customer under which Bank of Scotland has agreed to

provide products or services;

Customer Assets the assets and property of Bank of Scotland in respect of a

Customer as at the Customer Effective Date, other than

assets and property arising under an Excluded Agreement,

whether or not governed by the laws of England and Wales

or Scotland and whether or not situated in England and

Wales or Scotland including:

(a) the Customer Agreements,

(b) the Pipeline Business;

(c) the Customer Records;

(d) the Personal Data Consents;

(e) all other assets and property of Bank of Scotland

attributable to the Customer including:

(i) all rights, interests, benefits and powers of

Bank of Scotland against valuers in respect


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of valuation of properties and related

activities; and

(ii) all rights, interests, benefits and powers of

Bank of Scotland against solicitors, licensed

conveyancers and qualified conveyancers in

respect of entry into any mortgage or loan

(and the taking and perfecting of any

Encumbrance);

(iii) all rights and claims of Bank of Scotland

(whether present or future, actual or

contingent) against any person, and

proceedings to which Bank of Scotland is a

party, which relate to the Customer;

(iv) all shares, share warrants, loan notes or

similar rights provided to Bank of Scotland

in connection with a Customer Agreement;

and

(v) all legal opinions in respect of a BoS

Agreement and all rights, interests, benefits

and powers of Bank of Scotland against the

person providing a such legal opinion in

respect thereof;

Customer Effective Date the date on or after the date of the Order and before the

Final Transfer Date which is agreed with the Customer as

the date on which the Scheme is to become effective in

respect of a particular Customer;

Customer Liabilities all liabilities whatsoever of Bank of Scotland in respect of a

Customer as at the Customer Effective Date other than

liabilities arising under an Excluded Agreement, whether or

not governed by the law of England and Wales or Scotland

and whether or not situated in England and Wales or

Scotland, including liabilities of Bank of Scotland relating to

any including liabilities arising under the Customer

Agreements;


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"Customer Records" the books and records which are in the possession or under

the control of Bank of Scotland to the extent containing

information and records (whether current or historic and

whether in physical, electronic or machine readable form)

relating to the Customer, information and documents or

copies thereof collected by Bank of Scotland pursuant to its

obligations under the Money Laundering Regulations 2007,

and accounting, financial, marketing, sales, management

and technical information and correspondence, but

excluding the Statutory Records and the VAT Records;

"Customer Relationship" the relationship of Bank of Scotland relating to a Customer

and arising under one or more Customer Agreements which

comprises the Customer Assets and the Customer

Liabilities;

"Data Controller" has the meaning given under section 1 of the DPA;

"Data Subject" has the meaning given under section 1 of the DPA;

"DPA" the Data Protection Act 1998;

"Encumbrance" (a) any mortgage (including for the avoidance of doubt

those registered at the Land Registry or those

registered in Scotland), charge, pledge, assignment in

security, lien or any other security interest or

encumbrance of any kind, whether legal or equitable,

securing any obligation of any person or any other

agreement or agreement having a similar effect

including (i) any indemnity, guarantee, letter of credit,

letter of comfort, letter of support, insurance, warranty,

representation or other assurance and (ii) any fixed orfloating charge, standard security or right of set-off;

(b) any title transfer financial collateral arrangement or

security financial collateral arrangement within the

meaning of regulation 3 of the Financial Collateral

Arrangements (No 2) Regulations 2003;

(c) any intercreditor agreement, subordination agreement,

postponement agreement or other ranking agreementin respect of the rights and/or obligations of any


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person or any security interest;

(d) any equalisation agreement, standstill agreement or

similar agreement or arrangement;

(e) any third party right or interest, whether legal orequitable, including in any real or personal property;

and

(f) any option, restriction, right of first refusal, right of pre-

emption or any other type of preferential arrangement

(including title transfer and retention agreements)

having a similar effect;

"Entire Agreement

Provision"

(a) a clause contained in a Customer Agreement, Existing

Lloyds TSB Agreement or New Lloyds TSB

Agreement; or

(b) another Customer Agreement;

which provides it represents the entire agreement between

the parties in respect of all or some of the accounts or

services of the type that are the subject matter of the

agreement or that are referred to in the agreement, or

otherwise states that the relevant Customer Agreement,

Existing Lloyds TSB Agreement or New Lloyds TSB

Agreement (as applicable) will apply to all accounts or

services provided by Bank of Scotland or Lloyds TSB as

appropriate;

Excluded Agreement unless a Related Agreement:

(a) any agreement between Bank of Scotland and a

Customer for a fixed term deposit which is not

subject to an Encumbrance;

(b) all foreign exchange option agreements and other

foreign exchange agreements, forward rate

agreements and other interest rate agreements,

bond futures agreements and any other derivatives

entered into by Bank of Scotland for its own account

in respect of its business including, but not limited


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to, the Customer Relationships;

(c) all loans made and other funding available to Bank

of Scotland, including any senior, subordinated or

other debt and capital instruments issued or

assumed by, or any securitisations entered into, by

Bank of Scotland for its own account in respect of its

business including, but not limited to, the Customer

Relationships;

(d) all stock borrowing agreements, stock lending

agreements, repurchase agreements or reverse

repurchase agreements entered by Bank of

Scotland for its own account in respect of its

business including, but not limited to, the Customer

Relationships;

(e) any ISDA Master Agreement or Treasury Master

Agreement between Bank of Scotland and a

Customer where the relevant Customer also has an

ISDA Master Agreement or Treasury Master

Agreement with Lloyds TSB at the Customer

Effective Date;

(f) any long form confirmation between Bank of

Scotland and a Customer in relation to a derivative

which incorporates amendments to an ISDA Master

Agreement in the form published by the

International Swaps and Derivatives Association

Inc., which are overlapping or inconsistent with an

ISDA Master Agreement between Lloyds TSB and

such Customer as at the Customer Effective Date;

and

(g) any agreement for a product or service which Lloyds

TSBs IT systems are unable to support following

the Relevant Date including account pooling and

share settlement services;


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"Existing Lloyds TSB

Agreement"

any agreement between Lloyds TSB and (i) a Customer or

(ii) a person who has provided an Encumbrance in respect

of a Customer to the extent in force immediately prior to the

Relevant Date;

Final Transfer Date 30 December 2011;

"FSA" the Financial Services Authority or such successor

governmental department, regulatory authority or other

official body from time to time exercising supervisory

powers in respect of banks under the FSMA;

"FSMA" the Financial Services and Markets Act 2000;

"ISDA Master Agreement" a master agreement in the form or substantially in the form

published from time to time by the International Swaps and

Derivatives Association Inc.;

"liabilities" debts, liabilities, duties and obligations of any description,

whether present or future or actual or contingent, including

any obligations in respect of any judgment, order or award

made in any Proceedings;

"Lloyds Banking Group" Lloyds TSB, any subsidiary of Lloyds TSB, any holding

company of Lloyds TSB and any subsidiary of any such

holding company;

"Lloyds TSB" Lloyds TSB Bank plc, a company incorporated in England

and Wales with registered number 2065 whose registered

office is at 25 Gresham Street, London EC2V 7HN;

"Lloyds TSB Board" the board of directors of Lloyds TSB;

New Lloyds TSB

Agreement

any agreement entered into between Lloyds TSB and (i) a

Customer or (ii) a person who has provided an

Encumbrance in respect of a Customer after the Customer

Effective Date;


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"Order" the order of the Court sanctioning this Scheme pursuant to

Part VII of FSMA and any order (including any subsequent

order) in respect of this Scheme made by the Court under

section 112 of FSMA;

"Personal Data" has the meaning given under section 1 of the DPA;

"Personal Data Consent" any Consent provided by a Data Subject to Bank of

Scotland in connection with a Customer Agreement;

"Pipeline Business" any application made by a Customer to Bank of Scotland,

whether or not accepted by Bank of Scotland, and any offer

or invitation made by Bank of Scotland to a Customer, in

each case made prior to the relevant Customer Effective

Date, which may result in the execution of a Customer

Agreement after the relevant Customer Effective Date;

"Proceedings" any claim, counterclaim, complaint, petition, suit, appeal or

other legal process, whether intended to have interim or

final legal effect in respect of its subject matter, before any

court, governmental authority, regulatory authority, tribunal,

arbitration panel, ombudsman or other body subsisting or

empowered by law or regulation or by the provisions of an

agreement;

"Related Agreement" means in relation to any Customer Agreement any other

agreement entered into by Bank of Scotland which is

intended to give effect to the commercial objectives of Bank

of Scotland and the relevant Customer and/or other parties

to that Customer Agreement in relation to the transactions

contemplated by such Customer Agreement;

"Relevant Asset" a Transferred Asset or a Residual Asset as appropriate;

"Relevant Date" in respect of;

(a) a Customer Asset or a Customer Liability, the

Customer Effective Date or, if no Customer Effective

Date has been agreed, the Final Transfer Date; and

(b) a Residual Asset or a Residual Liability, the

applicable Subsequent Transfer Date;


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"Relevant Liability" a Transferred Liability or a Residual Liability as appropriate;

"Residual Asset" (a) any property or assets of Bank of Scotland,

including any Encumbrance in favour of Bank of

Scotland, whether or not governed by the laws of

England and Wales or Scotland and whether or not

situated in England and Wales or Scotland, which

would be a Transferred Asset but:

(i) which the Court does not have jurisdiction to

transfer;

(ii) which, despite having such jurisdiction, the

Court determines not so to transfer;

(iii) the transfer of which requires but does not

have recognition by the laws of any relevant

jurisdiction; or

(iv) which Bank of Scotland and Lloyds TSB

agree in writing prior to the Customer

Effective Date or the Final Transfer Date

would more conveniently be, or which

pursuant to the terms of this Scheme is to be,

transferred after the Customer Effective Date

or the Final Transfer Date; and

(b) any proceeds of sale or income or other accrual or

return whatsoever, whether or not in any case in the

form of cash, or other asset earned or received from

time to time after the Customer Effective Date or the

Final Transfer Date in respect of any property

referred to in paragraph (a);

"Residual Liability" any liability or obligation of Bank of Scotland, whether or not

governed by the laws of England and Wales or Scotland

and whether or not situated in England and Wales or

Scotland, which would be a Transferred Liability but:

(a) which the Court does not have jurisdiction to

transfer;


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(b) which, despite having such jurisdiction, the Court

determines not so to transfer;

(c) the transfer of which requires but does not have

recognition by the laws of any relevant jurisdiction;

(d) which Bank of Scotland and Lloyds TSB agree in

writing prior to the Customer Effective Date or the

Final Transfer Date would more conveniently be, or

which pursuant to the terms of this Scheme is to be,

transferred after the Customer Effective Date or the

Final Transfer Date; or

(e) which relates to a Residual Asset and arises at any

time before the Subsequent Transfer Date

applicable to that Residual Asset;

"Scheme" this scheme in its original form or with or subject to any

modification, addition or condition that may be approved or

imposed by the Court;

"Set-Off Rights" rights arising under, or in respect of, any Customer

Agreement or Existing Lloyds TSB Agreement providing for

credit balances on one account to be used as payment

towards a liability arising on, or in respect of, another

account or facility;

"Statutory Records" all books, files, registers, documents, correspondence,

papers and other records that are required, by any

applicable legal or regulatory requirement or corporate

governance requirement (whether or not having the force of

law), to be kept by Bank of Scotland and retained in its

possession;

"Subject Access Request" a request for information made pursuant to section 7 of the

DPA;

"Subsequent Transfer

Date"

in respect of any Residual Asset or Residual Liability, the

time and date after the date of the Order on which such

Residual Asset or Residual Liability is to be transferred to

Lloyds TSB, namely:


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(a) in respect of any Residual Asset falling within

paragraph (a)(i) to (iii) of the definition of Residual

Asset, and of any Residual Liability falling within

paragraph (a) to (c) of the definition of Residual

Liability, the time and date on which the requisite

order or recognition to enable the same to be

transferred to Lloyds TSB upon the terms of this

Scheme is:

(i) obtained; or

(ii) no longer required;

(b) in respect of any Residual Asset falling within

paragraph (a)(iv) of the definition of Residual Asset

and of any Residual Liability which falls within

paragraph (d) of the definition of Residual Liability,

the time and date on which Bank of Scotland and

Lloyds TSB agree that the transfer shall take effect

or on which the Residual Asset or Residual Liability

becomes capable of being transferred under the

terms of this Scheme; and

(c) in the case of any Residual Asset falling within

paragraph (b) of the definition of Residual Asset and

of any Residual Liability falling within paragraph (e)

of the definition of Residual Liability, the time and

date on which such Residual Asset or Residual

Liability is received, earned or incurred by Bank of

Scotland, to the extent that such transfer is possible

under this Scheme and Bank of Scotland and

Lloyds TSB agree that such transfer should take

place;

"Tax" all forms of tax, levy, impost, contribution, duty, liability and

charge in the nature of taxation and all related withholdings

or deductions of any nature (including, for the avoidance of

doubt, National Insurance contribution liabilities in the

United Kingdom and corresponding obligations elsewhere)

whether of the United Kingdom or elsewhere and all


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related fines, penalties, charges, costs and interest;

"Transferred Assets" the Customer Assets except to the extent that they are

Residual Assets;

"Transferred Liabilities" the Customer Liabilities except to the extent that they areResidual Liabilities;

"Treasury Master

Agreement"

a master agreement entered into between Lloyds TSB and

Bank of Scotland and a Customer governing swaps and

derivative products entered into from time to time;

"VAT Records" all records that are referred to in section 49(1)(b) VATA and

that have been kept by Bank of Scotland in respect of

Customers; and

"VATA" the Value Added Tax Act 1994.

2. In this Scheme:

(a) References to the Scheme and to paragraphs, Parts or Schedules

Any reference to the Scheme shall include any Schedules to it and references in

the Scheme to paragraphs, Parts or Schedules are, except where the contextotherwise requires, to paragraphs of, Parts of and Schedules to this Scheme.

(b) Headings

Headings are inserted for convenience only and shall not affect the construction of

this Scheme.

(c) Singular and plural, and gender

Any reference to the singular shall include a reference to the plural and vice versa

and any reference to the masculine shall include a reference to the feminine and

neuter and vice versa.

(d) Reference to an agreement

Reference to an agreement includes an agreement or undertaking effected by

contract, deed or any other instrument.


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(e) Reference to a person

Any reference to a person shall include a reference to any individual, company,

firm, partnership, association, organisation, trust or agency, whether or not having

a separate legal personality.

(f) References to securities

Any reference to securities includes debentures, debenture, stocks, loan stock,

bonds, certificates of deposit or any other instrument creating or acknowledging a

debt, warrants or other instruments that entitle the holder to acquire any of the

foregoing.

(g) References to services

Any reference to services provided or agreed to be provided by Bank of Scotlandincludes the accepting of deposits, the provision of credit or other facilities, the

making of loans or any other form of finance, whether secured or unsecured, or

the provision of any guarantee, indemnity, letter of credit, performance bond or

other assurance, or acting as a settlement bank for a customer in the CREST

system operated by Euroclear UK & Ireland Limited or in any other clearing or

settlement system.

(h) References to writing

Any reference to writing shall include any modes of reproducing words in a legible

and non-transitory form.

(i) References to transfer

The expression "transfer" includes (as the context may require) "vest", "assign",

"assignation" or "assignment", "dispose" or "disposal" or "convey" or

"conveyance".

(j) References to variation

The expression "variation" includes any amendment, modification, variation,

supplement, deletion, replacement or termination (as the context requires),

however effected.

(k) References to holding company, subsidiary and wholly-owned subsidiary

The expressions "holding company", "subsidiary" and "wholly-owned

subsidiary" shall have the same meanings as in the Companies Act 2006.


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(l) References to enactments or statutory provisions

Any reference to an enactment or a statutory provision shall include a reference to

(i) that enactment or statutory provision as amended, consolidated, modified,

replaced or re-enacted from time to time and (ii) any subordinate legislation,

instrument or order made under the relevant enactment or statutory provision as

itself amended, consolidated, modified, replaced or re-enacted from time to time

and, for the avoidance of doubt, subordinate legislation shall include provisions of

the FSA Handbook of rules and guidance made pursuant to the FSMA.

(m) References to "including and "in particular"

References to "including" and "in particular" shall not be construed restrictively

but shall mean "including without prejudice to the generality of the foregoing and

without limitation" and "in particular but without prejudice to the generality of the

foregoing and without limitation".

(n) Exercise of powers of control

Where any obligation pursuant to this Scheme is expressed to be undertaken or

assumed by any person, such obligation shall be construed as including a

requirement on that person to exercise all rights and powers of control over the

affairs of any other person which that person is properly able to exercise (whether

directly or indirectly) in order to secure performance of such obligation.

(o) English law concepts

Reference to any process or concepts of English law shall include all equivalent

processes or concepts under the laws of any other applicable jurisdiction.

Full LloydsTSB Scheming with Bank of Scotland to rip off The One People

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