Credit Guarantee Scheme

6. Counter-Indemnity

6.1 Subject to Rule 6.3, each Counter-Indemnity must be substantially in the form of Annex 6 or such other form as is approved by the Guarantor. 6.2 Each Counter-Indemnity shall be executed as a deed by the relevant Eligible Institution and any additional counter-indemnitor under Rule 6.3.

6.3 The Guarantor shall be entitled, in its discretion, to require any member of the corporate group of which the Eligible Institution is a member to become an additional counterindemnitor under the Counter-Indemnity, in which event the liability of the Eligible Institution and the additional counter-indemnitor shall be expressed to be joint and several under the Counter-Indemnity and the form of the Counter-Indemnity in Annex 6 shall be modified accordingly, all as required by the Guarantor.

6.4 The Guarantor shall, as a condition to the issue of an Eligibility Certificate, be entitled to require the making of any amendment or supplement to a Counter-Indemnity which has previously been delivered to it, and the delivery to it of a further legal opinion of the kind referred to in Rule 5.3.

7. Fees

7.1 The Guarantor shall be entitled to determine the amount of, and to charge, a fee for the issue of an Eligibility Certificate.

7.2 The determination of the amount of the fee shall be made as follows:

7.2.1 the fee shall be based on a per annum rate of 50 basis points plus 100% of the Eligible Institution’s median five-year credit default swap spread, determined by the Guarantor, in its discretion, from publicly available data, during the 12 month period ended on (and including) 7 October 2008, applied to the principal amount of the Eligible Scheme Liability or (in the case of a zero coupon Eligible Scheme Liability but subject to Rule 7.6) the amount of the actual gross proceeds of issuance thereof,

7.2.2 the Guarantor may derive and apply its own estimate of an appropriate spread if the relevant data referred to in Rule 7.2.1 is not publicly available, and

7.2.3 where the currency of the Eligible Scheme Liability is Euro or US Dollars, the fee shall be increased to reflect the cost that would, in the opinion of the Guarantor, be incurred by the Guarantor in making payment, under the Guarantee in respect of the Eligible Scheme Liability, other than in Sterling.

7.3 The Fee shall be payable in the currency in which the relevant Guaranteed Liability is denominated.

7.4 The Fee shall accrue on an actual/actual basis over the period commencing on (and including) the earlier of (i) the date of issue of the Guaranteed Liability and (ii) the third Business Day after the date of the Eligibility Certificate (in either case, the “Start Date”) and ending on (but excluding) the scheduled maturity date of the Guaranteed Liability.

7.5 The Fee shall be payable in arrear (in the case of a Guaranteed Liability having a scheduled maturity date which is more than three months after the date of the Eligibility Certificate) on the last day of each three month period falling after the date of the Eligibility Certificate prior to the scheduled maturity date of the Guaranteed Liability, and (in any case) on the scheduled maturity date of the Guaranteed Liability. If the due date for payment is not a Currency Business Day in respect of the currency of payment, the payment shall be made on the next following Currency Business Day in respect of such currency.

7.6 Notwithstanding the foregoing Rules, if the proposed Guaranteed Liability is not issued by the date which is 30 days after the date of the relative Eligibility Certificate (the “Cessation Date”), the Fee shall cease to accrue after the Cessation Date, and the amount of the Fee accrued on an actual/actual basis during the period commencing on (and including) the Start Date and ending on (and including) the Cessation Date shall be payable on the Currency Business Day in respect of the currency of payment falling immediately after the Cessation Date. If the proposed Guaranteed Liability is a zero coupon proposed Guaranteed Liability, the Fee shall, notwithstanding Rule 7.2.1 and anything to the contrary in the Fee Letter, be calculated by application to the principal amount of the proposed Guaranteed Liability as specified in the Eligibility Certificate.

7.7 The amount, and other details in respect, of the Fee shall be recorded in a letter from the DMO to the Applicant substantially in the form of Annex 7, which shall be countersigned by the Applicant.

8. Guarantee Statement and Website

8.1 The Guarantor will establish and maintain a website on which will be published a statement of outstanding publicly issued Guaranteed Liabilities from time to time. The current website is at www.dmo.gov.uk.

8.2 The Guarantee Statement published under Rule 8.1 shall have no legal status, shall not affect the status or affect of any Eligibility Certificate, and shall be for information purposes only.

8.3 The Guarantor shall be entitled to publish on the website referred to in Rule 8.1, in addition to the Guarantee Statement, the following information:

8.3.1 any higher amount of the aggregate of Guaranteed Liabilities as referred to in recital (C) of the Deed of Guarantee

8.3.2 the names of the Eligible Institutions from time to time

8.3.3 any extension of the Final Application Date as referred to in Rule 4.1

8.3.4 any extension of the date referred to in paragraph 4 of Annex 4, and

8.3.5 any change or supplement to these Rules.

9. Public Descriptions of Guarantor and Guarantee

9.1 The description of the Guarantor and the Guarantee in any offering document (including, without limitation, any prospectus, offering circular, listing particulars and information memorandum) or other document or announcement relating to a

Guaranteed Liability, issued by or on behalf of the issuer or any guarantor of the Guaranteed Liability shall be substantially in the form of Annex 8 or such other form as may be required by the Guarantor.

9.2 Without prejudice to Rule 9.1, no Eligible Institution shall otherwise explicitly promote itself on the basis of the Guarantee.