Bond Scotia Bank 0.266% ( XS0444874209 ) in GBP

Issuer Scotia Bank
Market price refresh price now   100 %  ⇌ 
Country  United Kingdom
ISIN code  XS0444874209 ( in GBP )
Interest rate 0.266% per year ( payment 12 times a year)
Maturity 14/01/2058



Prospectus brochure of the bond Bank of Scotland XS0444874209 en GBP 0.266%, maturity 14/01/2058


Minimal amount 3 072 626 GBP
Total amount 1 500 000 000 GBP
Next Coupon 14/12/2025 ( Today )
Detailed description Bank of Scotland is a major commercial bank operating in Scotland, part of the Lloyds Banking Group since 2008.

Bank of Scotland issued a GBP 1,500,000,000 bond (ISIN: XS0444874209) maturing on January 14, 2058, with a 0.266% coupon rate, paying annually, currently trading at 100% of par value, minimum trade size 3,072,626.







Bank of Scotland plc
(Incorporated with limited liability in Scotland with registered number SC327000)
£15 billion Covered Bond Programme
unconditionally and irrevocably guaranteed as to payments of interest and principal by
IF Covered Bonds LLP
(a limited liability partnership incorporated in England and Wales)
Under this £15 billion covered bond programme (the "Programme"), Bank of Scotland plc (the "Issuer") may from time to time issue bonds
(the "Covered Bonds") denominated in any currency agreed between the Issuer and the relevant Dealer(s) (as defined below). IF Covered Bonds LLP (the
"LLP" or the "Guarantor") has guaranteed payments of interest and principal under the Covered Bonds pursuant to a guarantee which is secured over the
Portfolio (as defined below) and its other assets. Recourse against the LLP under its guarantee is limited to the Portfolio and such assets.
The Covered Bonds may be issued in bearer or registered form (respectively "Bearer Covered Bonds" and "Registered Covered Bonds"). The
maximum aggregate nominal amount of all Covered Bonds from time to time outstanding under the Programme will not exceed £15 billion (or its equivalent in
other currencies calculated as described in the Programme Agreement described herein), subject to increase as described herein.
The Covered Bonds may be issued on a continuing basis to the Dealer specified under General Description of the Programme and any additional
Dealer appointed under the Programme from time to time by the Issuer (each a "Dealer" and together the "Dealers"), which appointment may be for a specific
issue or on an ongoing basis. References in this Offering Circular to the "relevant Dealer(s)" shall, in the case of an issue of Covered Bonds being (or intended
to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Covered Bonds.
An investment in Covered Bonds issued under the Programme involves certain risks. See Risk Factors for a discussion of certain factors to be
considered in connection with an investment in Covered Bonds.
The Covered Bonds and the guarantee in respect of the Covered Bonds have not been and will not be registered under the U.S. Securities Act of
1933, as amended (the "Securities Act"), and may not be offered or sold in the United States or to, or for the benefit of, U.S. persons unless such securities are
registered under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. See
Form of the Covered Bonds for a description of the manner in which Covered Bonds will be issued. Registered Covered Bonds are subject to certain restrictions
on transfer, see Subscription and Sale and Transfer and Selling Restrictions.
Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as competent authority under the
Luxembourg Act dated 10 July 2005 on prospectuses for securities to approve this document as a base prospectus. Application has also been made to the
Luxembourg Stock Exchange for Covered Bonds issued under the Programme to be admitted to trading on the Bourse de Luxembourg, which is the
Luxembourg Stock Exchange's regulated market (the "Luxembourg Stock Exchange's regulated market") and to be listed on the Official List of the
Luxembourg Stock Exchange.
References in this Offering Circular to Covered Bonds being "listed" and all related references shall mean that such Covered Bonds are intended to
be admitted to trading on the Luxembourg Stock Exchange's regulated market and have been listed on the Official List of the Luxembourg Stock Exchange.
The Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of the markets in financial instruments directive
(Directive 2004/39/EC ("MiFID")).
Although the Programme is set up to be compliant with the Regulated Covered Bonds Regulations 2008 (SI 2008/346) (the "RCB Regulations"),
there is no current intention to make an application to the Financial Services Authority (the "FSA") for the Issuer and the Programme to be admitted to the
register of issuers and the register of regulated covered bonds, as appropriate, under the RCB Regulations.
Notice of the aggregate nominal amount of Covered Bonds, interest (if any) payable in respect of Covered Bonds, the issue price of Covered Bonds
and any other terms and conditions not contained herein which are applicable to each Tranche (as defined under Terms and Conditions of the Covered Bonds) of
Covered Bonds will be set out in a final terms document (the "Final Terms") which, with respect to Covered Bonds to be listed on the Luxembourg Stock
Exchange, will be filed with the CSSF.
The Programme provides that Covered Bonds may be listed and/or admitted to trading, as the case may be, on such other or further stock
exchange(s) or markets as may be agreed between the Issuer, the Guarantor, the Bond Trustee (as defined herein), the Security Trustee (as defined herein) and
the relevant Dealer(s). The Issuer may also issue unlisted Covered Bonds and/or Covered Bonds not admitted to trading on any market provided that the terms
of any such issue are made available to all holders of listed Covered Bonds.
The Issuer and the Guarantor may agree with any Dealer and the Bond Trustee that Covered Bonds may be issued in a form not contemplated by
the Terms and Conditions of the Covered Bonds herein, in which event a supplement to the Offering Circular, if appropriate, will be made available which will
describe the effect of the agreement reached in relation to such Covered Bonds.
The Covered Bonds issued under the Programme are expected on issue to be assigned an "AAA" rating by Standard & Poor's Rating Services, a
division of The McGraw-Hill Companies, Inc. (S&P) and an "AAA" rating by Fitch Ratings Ltd. (Fitch and, together with S&P and Fitch, the Rating Agencies
and each a Rating Agency)A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at
any time by the assigning rating organisation.
Arranger for the Programme
Bank of Scotland plc
Dealer
Bank of Scotland plc
The date of this Offering Circular is 10 July 2009.


This document comprises a base prospectus for the purposes of Article 5.4 of Directive
2003/71/EC (the "Prospectus Directive") but is not a prospectus for the purposes of Section
12(a)(2) or any other provision of or rule under the Securities Act.
The Issuer and the Guarantor (the "Responsible Persons") accept responsibility for the
information contained in this offering circular (the "Offering Circular"). To the best of the
knowledge of the Issuer and the Guarantor (each having taken all reasonable care to ensure
that such is the case) the information contained in this Offering Circular is in accordance with
the facts and does not omit anything likely to affect the import of such information. Any
information sourced from third parties contained in this Offering Circular has been accurately
reproduced (and is clearly sourced where it appears in the document) and, as far as the Issuer
and the Guarantor are aware and are able to ascertain from information published by that
third party, no facts have been omitted which would render the reproduced information
inaccurate or misleading.
Although the Programme is set up to be compliant with the RCB Regulations, there is
no current intention to make an application to the FSA for the Issuer and the Programme to be
admitted to the register of issuers and the register of regulated covered bonds, as appropriate,
under the RCB Regulations.
Copies of each set of Final Terms (in the case of Covered Bonds listed on the
Luxembourg Stock Exchange) will be available from the principal office of the Issuer and (in
the case of Covered Bonds to be listed on the Luxembourg Stock Exchange and also all unlisted
Covered Bonds) from the specified office set out below of each of the Paying Agents (as defined
below).
This Offering Circular is to be read in conjunction with all documents which are
incorporated herein by reference (see Documents Incorporated by Reference). This Offering
Circular shall be read and construed on the basis that such documents are incorporated and
form part of this Offering Circular.
The information contained in this Offering Circular was obtained from the Issuer and
other sources, but no assurance can be given by the Dealers, the Bond Trustee or the Security
Trustee as to the accuracy or completeness of such information. None of the Dealers, the Bond
Trustee or the Security Trustee makes any representation, express or implied, or accepts any
responsibility, with respect to the accuracy or completeness of any of the information contained
or incorporated in this Offering Circular. Neither the Dealers nor the Bond Trustee nor the
Security Trustee accepts any liability in relation to the information contained or incorporated
by reference in this Offering Circular or any other information provided by the Issuer and the
Guarantor in connection with the Programme.
No person is or has been authorised by the Issuer, the Guarantor, any of the Dealers, the
Arranger, the Bond Trustee or the Security Trustee to give any information or to make any
representation not contained in or not consistent with this Offering Circular or any other
information supplied in connection with the Programme or the Covered Bonds and, if given or
made, such information or representation must not be relied upon as having been authorised by
the Issuer, the Guarantor, any of the Dealers, the Arranger, the Bond Trustee or the Security
Trustee.
Neither this Offering Circular nor any other information supplied in connection with
the Programme or any Covered Bonds (i) is intended to provide the basis of any credit or other
evaluation or (ii) should be considered as a recommendation by the Issuer, the Guarantor, the
Sellers (as defined below), any of the Dealers, the Arranger, the Bond Trustee or the Security
Trustee that any recipient of this Offering Circular or any other information supplied in
2


connection with the Programme or any Covered Bonds should purchase any Covered Bonds.
Each investor contemplating purchasing any Covered Bonds should make its own independent
investigation of the financial condition and affairs, and its own appraisal of the
creditworthiness, of the Issuer and/or the Guarantor. Neither this Offering Circular nor any
other information supplied in connection with the Programme or the issue of any Covered
Bonds constitutes an offer or invitation by or on behalf of the Issuer, the Guarantor, the Sellers,
any of the Dealers, the Arranger, the Bond Trustee or the Security Trustee to any person to
subscribe for or to purchase any Covered Bonds.
Neither the delivery of this Offering Circular nor the offering, sale or delivery of any
Covered Bonds shall in any circumstances imply that the information contained herein
concerning the Issuer and/or the LLP and/or the Sellers is correct at any time subsequent to the
date hereof or that any other information supplied in connection with the Programme is correct
as of any time subsequent to the date indicated in the document containing the same. The
Dealers, the Arranger, the Bond Trustee and the Security Trustee expressly do not undertake to
review the financial condition or affairs of the Issuer, the Guarantor or the Sellers during the
life of the Programme or to advise any investor in the Covered Bonds of any information
coming to their attention. Investors should review, inter alia, the most recently published
documents incorporated by reference into this Offering Circular when deciding whether or not
to purchase any Covered Bonds.
This Offering Circular does not constitute an offer to sell or the solicitation of an offer to
buy any Covered Bonds in any jurisdiction to any person to whom it is unlawful to make the
offer or solicitation in such jurisdiction. The distribution of this Offering Circular and the offer
or sale of Covered Bonds may be restricted by law in certain jurisdictions. The Issuer, the
Guarantor, the Sellers, the Dealers, the Arranger the Bond Trustee and the Security Trustee do
not represent that this Offering Circular may be lawfully distributed, or that any Covered
Bonds may be lawfully offered, in compliance with any applicable registration or other
requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or
assume any responsibility for facilitating any such distribution or offering. In particular, no
action has been taken by the Issuer, the Guarantor, the Sellers, the Dealers, the Arranger, the
Bond Trustee or the Security Trustee which would permit a public offering of any Covered
Bonds outside the Grand Duchy of Luxembourg or distribution of this Offering Circular in any
jurisdiction where action for that purpose is required. Accordingly, no Covered Bonds may be
offered or sold, directly or indirectly, and neither this Offering Circular nor any advertisement
or other offering material may be distributed or published in any jurisdiction, except under
circumstances that will result in compliance with any applicable laws and regulations. Persons
into whose possession this Offering Circular or any Covered Bonds may come must inform
themselves about, and observe, any such restrictions on the distribution of this Offering
Circular and the offering and sale of Covered Bonds. In particular, there are restrictions on the
distribution of this Offering Circular and the offer or sale of Covered Bonds in the United
States and the European Economic Area (including the United Kingdom and The Netherlands),
see Subscription and Sale and Transfer and Selling Restrictions.
The Covered Bonds and the guarantee from the Guarantor in respect thereof have not
been and will not be registered under the Securities Act. The Covered Bonds in bearer form are
subject to U.S. tax law requirements and, subject to certain exceptions may not be offered, sold
or delivered within the United States or to U.S. persons.
In this Offering Circular, references to "UK", "U.K." and "United Kingdom" are used
interchangeably; references to "£", "sterling", "pounds sterling" and "pence" are to the lawful
currency of the United Kingdom; references to "U.S.$", "$", "U.S. dollars" and "cents" are to the
lawful currency of the United States; references to "" or "euro" are to the currency established for
3


participating members of the European Union as of the beginning of stage three of European
Monetary Union on 1 January 1999; and references to "¥" or "Yen" are to the lawful currency of
Japan. Merely for convenience, this Offering Circular contains translations of certain sterling amounts
into U.S. dollars at specified rates. These translations should not be construed as representations that
the sterling amounts actually represent such U.S. dollar amounts or could be converted into U.S.
dollars at the rate indicated.
In connection with the issue of any Tranche of Covered Bonds, the Dealer or Dealers (if any)
named as the Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the
applicable Final Terms may over-allot Covered Bonds (provided that, in the case of any Tranche of
Covered Bonds to be admitted to trading on a regulated market in the European Economic Area, the
aggregate principal amount of Covered Bonds allotted does not exceed 105 per cent. of the aggregate
principal amount of the relevant Tranche) or effect transactions with a view to supporting the market
price of the Covered Bonds at a level higher than that which might otherwise prevail. However, there
is no assurance that the Stabilising Manager(s) (or persons acting on behalf of a Stabilising Manager)
will undertake stabilisation action. Any stabilisation action may begin on or after the date on which
adequate public disclosure of the final terms of the offer of the relevant Tranche of Covered Bonds is
made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after
the issue date of the relevant Tranche of Covered Bonds and 60 days after the date of the allotment of
the relevant Tranche of Covered Bonds.
Any stabilisation action or over-allotment must be conducted by the relevant stabilising
manager(s) (or persons acting on behalf of any stabilising manager(s)) in accordance with all
applicable laws and rules.
In making an investment decision, investors must rely on their own examination of the
Issuer and the Guarantor and the terms of the Covered Bonds being offered, including the
merits and risks involved. The Covered Bonds have not been approved or disapproved by the
United States Securities and Exchange Commission or any other securities commission or other
regulatory authority in the United States, nor have the foregoing authorities approved this
Offering Circular or confirmed the accuracy or determined the adequacy of the information
contained in this Offering Circular. Any representation to the contrary is unlawful.
None of the Dealers, the Arranger, the Issuer or the Guarantor makes any
representation to any investor in the Covered Bonds regarding the legality of its investment
under any applicable laws. Any investor in the Covered Bonds should be able to bear the
economic risk of an investment in the Covered Bonds for an indefinite period of time.
U.S. INFORMATION
This Offering Circular is being provided on a confidential basis in the United States to a
limited number of "qualified institutional buyers" within the meaning of Rule 144A under the
Securities Act (QIBs) or institutional "accredited investors" as defined in Rule 501(a)(1), (2), (3)
or (7) of Regulation D under the Securities Act (Institutional Accredited Investors)) in
connection with the consideration of the purchase of the Covered Bonds being offered hereby.
Its use for any other purpose in the United States is not authorised. It may not be copied or
reproduced in whole or in part nor may it be distributed or any of its contents disclosed to
anyone other than the prospective investors to whom it is originally submitted.
Registered Covered Bonds may be offered or sold within the United States only to QIBs
or Institutional Accredited Investors, in either case in transactions exempt from registration
under the Securities Act. Each U.S. purchaser of Registered Covered Bonds is hereby notified
that the offer and sale of any Registered Covered Bonds to it may be being made in reliance
4


upon the exemption from the registration requirements of the Securities Act provided by Rule
144A under the Securities Act (Rule 144A).
Purchasers of Definitive IAI Registered Covered Bonds (as defined under Form of the
Covered Bonds) will be required to execute and deliver an IAI Investment Letter (as defined
under Form of the Covered Bonds). Each purchaser or holder of IAI Registered Covered Bonds
(as defined under Form of the Covered Bonds), Covered Bonds represented by a Rule 144A
Global Covered Bond (as defined under Form of the Covered Bonds) or any Covered Bonds
issued in registered form in exchange or substitution therefor (together Legended Covered
Bonds) will be deemed, by its acceptance or purchase of any such Legended Covered Bonds, to
have made certain representations and agreements intended to restrict the resale or other
transfer of such Covered Bonds as set out in Subscription and Sale and Transfer and Selling
Restrictions. Unless otherwise stated, terms used in this paragraph have the meanings given to
them in Form of the Covered Bonds.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN
APPLICATION FOR A LICENCE HAS BEEN FILED UNDER CHAPTER 421-B OF THE
NEW HAMPSHIRE REVISED STATUTES WITH THE STATE OF NEW HAMPSHIRE
NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS
LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE
SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER
CHAPTER 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH
FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A
SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS
PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR
RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR
TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY
PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION
INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
AVAILABLE INFORMATION
To permit compliance with Rule 144A in connection with any resales or other transfers
of Covered Bonds that are "restricted securities" as defined in Rule 144(a)(3) under the
Securities Act, each of the Issuer, the LLP and/or the Group Guarantor, as applicable, has
undertaken in the Trust Deed to furnish, upon the request of a holder of such Covered Bonds or
any beneficial interest therein, to such holder or to a prospective purchaser designated by him,
the information required to be delivered under Rule 144A(d)(4) under the Securities Act if, at
the time of the request, the Issuer, the LLP and/or the Group Guarantor, as applicable, is
neither subject to reporting under Section 13 or 15(d) of the U.S. Securities Exchange Act of
1934, as amended (the Exchange Act), nor exempt from reporting pursuant to Rule 12g3-2(b)
thereunder.
By requesting copies of any of the documents referred to herein, each potential purchaser
agrees to keep confidential the various documents and all written information clearly labelled
"Confidential" which from time to time have been or will be disclosed to it concerning the Guarantor
or the Issuer or any of their affiliates, and agrees not to disclose any portion of the same to any person.
Notwithstanding anything herein to the contrary, investors (and each employee, representative
or other agent of the investors) may disclose to any and all persons, without limitation of any kind, the
tax treatment and tax structure of the offering and all materials of any kind (including opinions or
other tax analyses) that are provided to the investors relating to such tax treatment and tax structure
5


(as such terms are defined in Treasury Regulation Section 1.6011-4). This authorisation of tax
disclosure is retroactively effective to the commencement of discussions between the Issuer, the
Dealers or their respective representatives and a prospective investor regarding the transactions
contemplated herein.
FORWARD-LOOKING STATEMENTS
This Offering Circular contains various forward-looking statements regarding events and
trends that are subject to risks and uncertainties that could cause the actual results and financial
position of the Issuer, as the parent company of the BOS Group (as defined herein), and its
consolidated subsidiaries and subsidiary undertakings (collectively, the "BOS Group" or the
"Group") to differ materially from the information presented herein. When used in this Offering
Circular, the words "estimate", "project", "intend", "anticipate", "believe", "expect", "should" and
similar expressions, as they relate to the Group and its management, are intended to identify such
forward-looking statements. Readers are cautioned not to place undue reliance on these forward-
looking statements, which speak only as of the date hereof. The Group does not undertake any
obligation to publicly release the result of any revisions to these forward-looking statements to reflect
events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES
The Issuer is a corporation organised under the laws of Scotland and the LLP is a
limited liability partnership organised under the laws of England. All of the officers and
directors named herein reside outside the United States and all or a substantial portion of the
assets of the Issuer and of such officers and directors are located outside the United States. As a
result, it may not be possible for investors to effect service of process outside England or
Scotland (as applicable) upon the Issuer, the LLP or such persons, or to enforce judgments
against them obtained in courts outside England or Scotland (as applicable) predicated upon
civil liabilities of the Issuer or such directors and officers under laws other than English or Scots
law (as applicable), including any judgment predicated upon United States federal securities
laws. The Issuer has been advised by Allen & Overy LLP, its counsel, that there is doubt as to
the enforceability in England and Wales in original actions or in actions for enforcement of
judgments of United States courts of civil liabilities predicated solely upon the federal securities
laws of the United States.
PRESENTATION OF FINANCIAL INFORMATION
The consolidated annual financial statements of the Issuer for the years ended 31 December
2007 and 31 December 2008 were prepared in accordance with International Financial Reporting
Standards as adopted by the EU ("IFRS"). IFRS relevant to the Issuer differs from generally accepted
accounting principles in the United States ("U.S. GAAP") in certain material aspects. In addition, the
audited financial information incorporated by reference herein is subject to auditing and auditor
independence standards applicable in the United Kingdom, which differ from those applicable in the
United States.
Unless otherwise indicated, any reference in this Offering Circular to the IFRS Financial
Statements is to the audited Consolidated Financial Statements (including the notes thereto) of the
Issuer incorporated by reference in this Offering Circular.
In this Offering Circular, all references to "billions" are references to one thousand millions.
Due to rounding, the numbers presented throughout this Offering Circular may not add up precisely,
and percentages may not precisely reflect absolute figures.
6


Certain financial and statistical information in this Offering Circular is presented separately
for domestic and foreign activities. Foreign activities include transactions in which the debtor or
customer is domiciled outside the United Kingdom. For the purposes of such financial and statistical
information, the United Kingdom includes the Channel Islands and the Isle of Man.
7


TABLE OF CONTENTS
Page
Principal Characteristics of the Programme ........................................................................................9
Documents Incorporated by Reference .............................................................................................10
Structure Overview ..........................................................................................................................12
General Description of the Programme .............................................................................................19
Risk Factors .....................................................................................................................................28
Recent Developments.......................................................................................................................90
Lloyds Banking Group Pro Forma Capital Ratios .............................................................................91
The Issuer ........................................................................................................................................94
Regulation and Supervision ............................................................................................................102
The LLP.........................................................................................................................................114
Form of the Covered Bonds............................................................................................................116
Form of Final Terms ......................................................................................................................121
Terms and Conditions of the Covered Bonds ..................................................................................138
Use of Proceeds..............................................................................................................................182
Summary of the Principal Documents.............................................................................................183
Credit Structure..............................................................................................................................231
Cashflows ......................................................................................................................................234
The Portfolio..................................................................................................................................249
Description of the UK Regulated Covered Bond Regime................................................................251
Description of Limited Liability Partnerships .................................................................................253
Book-Entry Clearance Systems ......................................................................................................254
Taxation.........................................................................................................................................259
Subscription and Sale and Transfer and Selling Restrictions ...........................................................274
Independent Auditors .....................................................................................................................281
General Information .......................................................................................................................282
Index of Defined Terms..................................................................................................................286
8


PRINCIPAL CHARACTERISTICS OF THE PROGRAMME
Issuer:
Bank of Scotland plc
Guarantor:
IF Covered Bonds LLP
Regulated Covered Bonds:
Although the Programme is set up to be compliant with
the RCB Regulations, there is no current intention to
make an application to the FSA for the Issuer and the
Programme to be admitted to the register of issuers and
the register of regulated covered bonds, as appropriate,
under the RCB Regulations.
Nature of eligible property:
Residential mortgage loans, Substitution Assets up to the
Prescribed Limit and Authorised Investments.
Compliant with the Banking
No1
Consolidation Directive (Directive
2006/48/EC):
Location of eligible residential property England, Wales, Northern Ireland or Scotland
underlying Mortgage Loans:
Maximum Loan to Value Ratio given
75 per cent.
credit under the Asset Coverage Test:
Maximum Asset Percentage:
92.5 per cent.
Asset Coverage Test:
As set out on page 234
Amortisation Test:
Not applicable as all Covered Bonds are issued on a
pass-through basis.
Asset Monitor:
KPMG Audit Plc
Asset Segregation:
Yes
Namensschuldverschreibungen option:
No


1
The Programme is intended to be compliant with the Banking Consolidation Directive if and when the Issuer has applied and
been accepted to the register of issuers and the Programme and any Covered Bonds previously issued under the Programme have
been admitted to the register of regulated covered bonds under the RCB Regulations. The Issuer has no current intention to
apply to the FSA for such registration under the RCB Regulations.
9


DOCUMENTS INCORPORATED BY REFERENCE
The following documents, which have previously been published and have been filed with the
CSSF shall, unless otherwise stated, be incorporated by reference herein, and form part of, this
Offering Circular:
1.1
the audited consolidated and non-consolidated annual financial statements of the Issuer for
each of the financial years ended 31 December 2007 and 31 December 2008, in each case,
together with the audit report thereon, as set out on pages 32 to 89 of the Issuer's Annual
Report and Accounts for the financial year ended 31 December 2007 (the Issuer's 2007
Annual Report) and on pages 32 to 110 of the Issuer's Annual Report and Accounts for the
financial year ended 31 December 2008 (the Issuer's 2008 Annual Report);
1.2
the section titled "Risk Management" as set out in each of pages 8 to 19 in the Issuer's 2007
Annual Report and pages 11 to 28 of the Issuer's 2008 Annual Report;
1.3
page 71 of for Lloyds Banking Group plc's preliminary consolidated financial results for the
year ended 31 December 2008 (the "Lloyds Banking Group 2008 Preliminary Results")
incorporated by reference for information purposes only herein solely for the purposes of
Annex II of the Prospectus Directive;
1.4
(a) the audited consolidated annual financial statements of HBOS plc for the financial year
ended 31 December 2008, together with the audit report thereon, as set out on pages 40 to 140
of HBOS plc's Annual Report and Accounts 2008 (the "HBOS 2008 Annual Report") and
(b) the table entitled "Capital Structure Basel II" on page 5 of the HBOS 2008 Annual Report,
each incorporated by reference for information purposes only herein solely for the purposes of
Annex II of the Prospectus Directive;
1.5
the audited consolidated annual financial statements of Lloyds Banking Group plc for the
financial year ended 31 December 2008, together with the audit report thereon, as set out on
pages 96 to 181 of the Lloyds Banking Group plc's Annual Report and Accounts 2008 (the
"Lloyds Banking Group 2008 Annual Report"), and the paragraph entitled "Acquisition of
HBOS" on page 15 of the Lloyds Banking Group 2008 Annual Report, each incorporated by
reference herein solely for the purposes of Annex II of the Prospectus Directive;
1.6
the RNS Announcement Number 5192O of Lloyds Banking Group plc dated 7 March 2009
titled "Lloyds Banking Group Participates in the Government Asset Protection Scheme and
Announces Replacement of HM Treasury Preference Shares" which is published on the
website of the London Stock Exchange and is available on
http://www.londonstockexchange.com/LSECWS/IFSPages/MarketNewsPopup.aspx?id=2107
269&source=RNS except the section titled "Capital ratios" and the fourth paragraph on page
4 starting with the words "A short presentation..." (the "GAPS Announcement"); and
1.7
the Interim Management Statement for Lloyds Banking Group dated 7 May 2009 titled
"Lloyds Banking Group ­ Interim Management Statement" which is published on the Lloyds
Banking Group Website and is available on
http://www.lloydsbankinggroup.com/media/pdfs/investors/2009/2009May7_LBG_Interim_M
gmt_Smt.pdf.
The audited consolidated financial statements referred to in paragraph 1.1 above are
collectively referred to herein as the "Consolidated Financial Statements".
10