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Rating Action:

Moody's affirms Lloyds TSB long-term rating at Aa3 stable, downgrades BFSR to C-

03 Nov 2009

London, 03 November 2009 -- Moody's Investors Service affirmed the senior unsecured debt and deposit ratings of Lloyds TSB Bank plc (Lloyds TSB) and Bank of Scotland plc at Aa3 with a stable outlook, as well as the A1 senior unsecured rating of the holding companies Lloyds Banking Group plc (Lloyds) and HBOS plc, also with a stable outlook. The short-term P-1 ratings of these entities were also affirmed. The Bank Financial Strength Rating ("BFSR") of Lloyds TSB was downgraded to C- (mapping to a baseline credit assessment -- BCA - of Baa2) from C (BCA of A3), and the BFSR of Bank of Scotland was downgraded to D+ (BCA of Baa3) from C- (BCA of Baa2). The outlook on all BFSRs remains negative.

A provisional (P) Ba2 rating is to be assigned to the new LT2 Enhanced Capital Notes ("ECNs") guaranteed by Lloyds TSB and a (P)Ba3 rating to the ECNs to be guaranteed by Lloyds Banking Group. A final rating will be assigned upon receipt of final documents.

Elisabeth Rudman, Senior Credit Officer at Moody's and lead analyst for Lloyds, said: "Following Lloyds' decision to opt out of the government's Asset Protection Scheme, the capital being raised should provide the group with a sufficient buffer against the remaining expected losses. Nevertheless, Lloyds is now more exposed towards the tail-risk of a potentially worse-than expected asset quality deterioration, which is reflected in the downgrade of the BFSR to C-. The Aa3 debt ratings of Lloyds TSB remain unaffected as we assume an unchanged likelihood of support."

More detail is provided below on the ratings of the hybrid securities of the group (including the correction of the rating of one instrument), as well as rating actions on Bank of Scotland (Ireland). The government backed ratings assigned to the debt instruments benefiting from a UK government guarantee remain at Aaa.

LLOYDS ANNOUNCEMENT

The rating action follows today's announcement that instead of participating in the UK Government's Asset Protection Scheme as announced in March 2009, Lloyds will implement an alternative capital raising plan. This plan includes a GBP13bn rights issue, and the exchange of existing Lloyds' deferrable hybrid instruments into contingent convertible instruments, called Enhanced Capital Notes (GBP6.0bn) and into ordinary shares (GBP1.5bn). Of this amount GBP20.5bn is fully underwritten by a consortium led by Bank of America Merrill Lynch and UBS.

In addition, Lloyds has agreed in principle with the European Commission that the State Aid Remedy will include the divestment of a GBP70bn retail banking business with a 4.6% personal current account market share and 19% of the Group's mortgage book, as well as a 2 year prohibition on discretionary coupon payments on existing hybrid instruments (excluding those issued by the insurance operations).

DOWNGRADE OF BFSR

The C BFSR previously assigned to Lloyds TSB was based on the assumption that the bank would participate in the UK Government's Asset Protection Scheme (APS) as laid out in March 2009. Today's downgrade of the BFSR to C- (mapping to a BCA of Baa2) with a negative outlook incorporates the updated capital raising plans and reflects Moody's view that although the new capital raising plan has certain advantages, in terms of providing permanent equity capital rather than lower-quality government B shares, the opt-out from the APS exposes the bank to greater tail risk in its loan and securities portfolios, thereby negatively affecting the bank's intrinsic credit profile.

We note that the impairments taken in Q309 of GBP5.2bn represent a slowdown in impairments compared to the GBP13.4bn impairments reported (pro-forma) in H109. However, there is still much uncertainty over the trajectory of the UK economy, corporate insolvencies and unemployment. Our own assumptions for loan losses in the UK have been set out in a Special Comment published in October 2009 entitled "Moody's Approach to Estimating UK Banks' Credit Losses". Based on these assumptions, our loss estimates indicate that Lloyds may continue to experience a further deterioration in asset quality over the coming quarters, particularly in commercial property exposures and higher risk mortgages. The substantially higher losses under our stress scenario in the absence of the APS indicate this higher tail risk, thereby putting more downward pressure on the BFSR of Lloyds TSB. The APS, on the other hand, would have provided greater protection against the tail risk.

The BFSR of Bank of Scotland has been downgraded from C- to D+, reflecting the higher risk assets within the Bank of Scotland loan books. Over the long term, as the Bank of Scotland becomes fully integrated within Lloyds Banking Group and the assets that are outside the risk appetite of the group are wound down, we would expect the BFSR of Bank of Scotland to be equalized with that of Lloyds TSB.

AFFIRMATION OF SENIOR RATINGS

The affirmation of the Aa3 senior debt and deposit ratings reflects our view that the group remains of high systemic importance in the UK financial system. Despite the divestments resulting from the agreement with the EC, as the largest retail bank in the UK, with leading market shares in mortgages and savings, we expect Lloyds to remain systemically important. Nevertheless, as Moody's has noted previously, it is clear that over the medium term the intention of the Tripartite Authorities is to put in place measures to enable the failure of large, systemic banks to be resolved in a way that could allow losses to be shared by all providers of wholesale funding. When this materialises further, it could put downward pressure on the long-term debt and deposit ratings on large UK banks, including Lloyds Banking Group.

NEW RATING TO BE ASSIGNED TO ENHANCED CAPITAL NOTES

Moody's will assign a provisional (P) Ba2 rating to the Enhanced Capital Notes (ECNs) to be guaranteed by Lloyds TSB Bank plc and a (P) Ba3 to the ECNs guaranteed by Lloyds Banking Group plc. These instruments are dated non-deferrable instruments, however, the securities convert into a fixed number of ordinary shares if the bank's Core Tier 1 ratio drops below 5%. The instruments can be exchanged par-for-par for existing Tier 1 and Upper Tier 2 securities, and whereas many of the existing securities will be likely to defer in line with EC rulings, we understand that the new securities will not be subject to any forced deferral.

Moody's notes that Lloyds has indicated it will be managing its Core Tier 1 ratios to remain above 7%, and therefore the probability of conversion to equity is currently low. However, the loss severity to investors in the event of conversion could be very high due to the fixed conversion ratio, and this risk is reflected in the rating assigned, which is three notches below the bank's BCA (with an additional notch for the securities guaranteed by the group to reflect structural subordination).

SUBORDINATED CAPITAL SECURITIES

Banking Entities

In line with the downgrade of the BFSR of Lloyds TSB to C- (mapping to a BCA of Baa2) and the BFSR of Bank of Scotland to D+ (mapping to a BCA of Baa3), the dated subordinated debt instruments of the banking entities have been downgraded by 2 notches as outlined below.

The junior subordinated debt and preference shares of the banking entities have already been rated on an expected loss basis, on the assumption that any agreement with the EC on state aid remedies will result in the omission of coupons on instruments that are deferrable. The ratings of these instruments have not changed, but the outstanding reviews on the junior subordinated debt and cumulative preference shares will be concluded shortly following today's clarification as to which instruments are to defer, and there may be downgrades of the instruments remaining under review by 1 or more notches:

Lloyds TSB Bank:

Senior Subordinated Debt downgraded from Baa1 (negative outlook) to Baa3 (negative outlook)

Junior Subordinated Debt affirmed at Ba1 (rating remains under review for possible downgrade)

Cumulative Preference Shares: affirmed at Ba2 (rating under review for possible downgrade)

Non-cumulative Preference Shares: affirmed at B3 (stable outlook)

Lloyds Banking Group:

Senior Subordinated Debt downgraded from Baa2 (negative outlook) to Ba1 (negative outlook)

Non-cumulative Preference Shares: affirmed at B3 (stable outlook)

Bank of Scotland:

Senior Subordinated Debt downgraded from Baa1 (negative outlook) to Baa3 (negative outlook)

Junior Subordinated Debt affirmed at Ba1 (rating remains under review for possible downgrade)

Cumulative Preference Shares: affirmed at Ba2 (rating under review for possible downgrade)

Non-cumulative Preference Shares: affirmed at B3 (stable outlook)

HBOS:

Senior Subordinated Debt downgraded from Baa2 (negative outlook) to Ba1 (negative outlook)

Junior Subordinated Debt affirmed at Ba1 (rating remains under review for possible downgrade)

Non-cumulative Preference Shares: affirmed at B3 (stable outlook)

Correction to rating of Lloyds TSB 4.385% Perpetual Capital Securities and Bank of Scotland MTN programme

Moody's has corrected the rating of Lloyds TSB 4.385% EUR750m step-up perpetual capital securities (ISIN XS0218638236) from Baa3 to Ba2 (under review for possible downgrade). Although the instrument had been identified in our database as a cumulative preference share, due to an administrative error it had not been downgraded with other cumulative preference shares in previous rating actions.

Moody's has also corrected the subordinated and junior subordinated debt ratings assigned to Bank of Scotland's Global MTN Programme. Due to an administrative error the ratings assigned were Baa2, rather than Baa1 (subordinated rating) and Ba1 under review for possible downgrade (junior subordinated rating) prior to today's rating action. As a result of today's rating action those ratings move to Baa3 (subordinated rating) and Ba1 under review for possible downgrade (junior subordinated rating).

Insurance operations

The review direction on the junior subordinated debts with full optional deferral features issued by Scottish Widows plc (GBP 560m 5.125 per cent.) and Clerical Medical Finance (EUR 750m 4.25 per cent.) -- both Ba1 - was changed to uncertain from possible downgrade where they were placed last September 09, 2009. The action reflects the EC's intention not to force coupon deferral on these securities as a part of its approval of Lloyds' State-aid package; nevertheless, Moody's expects that, given the current restructuring situation of the bank, there is still a moderate risk of coupon deferral on these securities.

The Baa2 junior subordinated debt (GBP200m 7 3/8 per cent.) rating of Clerical Medical Finance plc and the Baa1 senior subordinated debt (EUR 400m 6.45 per cent.) rating of Clerical Medical Finance plc were placed on review for possible downgrade to reflect the deterioration in LBG's stand-alone credit profile, as reflected in the downgrade of the BFSR of Lloyds TSB and Bank of Scotland; the ratings also reflect the limited ability for CMF to defer payments on these two issues as coupon deferral is restricted to mandatory triggers upon specified remote solvency level. For all the insurance instruments, Moody's rating reviews will focus on the extent to which capital at the insurance and banking operations is likely to be managed collectively going forwards.

SCOTTISH WIDOWS AND CLERICAL MEDICAL FINANCE RATING ACTIONS

The review direction on the following ratings was changed to uncertain from review for possible downgrade:

Scottish Widows:

Junior Subordinated Debt: Ba1 (review direction uncertain) - GBP560m 5.125 per cent. Perpetual

Clerical Medical Finance:

Junior Subordinated Debt (guaranteed by Clerical Investment Group Ltd): Ba1 (review direction uncertain) - €750m 4.25 per cent. Perpetual

The following ratings were placed on review for possible downgrade:

Clerical Medical Finance:

Junior Subordinated Debt (guaranteed by Clerical Investment Group Ltd) Baa2 (review for downgrade) - GBP200m 7 3/8 per cent. Undated Subordinated Guaranteed Bonds

Senior Subordinated Debt (guaranteed by Clerical Investment Group Ltd) Baa1 (review for downgrade) - EUR400m 6.45 per cent. Due 2023 Subordinated Guaranteed Bonds

REVIEW OF BANK OF SCOTLAND (IRELAND)

The Baa1/Prime-2/D- ratings of Bank of Scotland (Ireland) Limited, the group's Irish subsidiary, have been placed on review for possible downgrade. The D- BFSR currently assigned to Bank of Scotland (Ireland) was based on Moody's understanding that the bank's parent would put in place a scheme whereby it was to mirror the UK Government's Asset Protection Scheme, thereby largely mitigating further downward pressure on the rating. These pressures result from the uncertainties around the future of the weak retail business, the bank's large single borrower concentrations as well as its overall exposure to the Irish commercial real estate sector, the very high reliance on the parent for funding and the broader risks relating to the Irish economy. The review for possible downgrade on the BFSR will therefore focus on how the group plans to mitigate the risks within the Irish subsidiary without the protection that the APS would have brought.

The review for possible downgrade of the Baa1/Prime-2 bank deposit ratings will also focus on the longer-term strength of the franchise. Although we expect support from Lloyds Banking Group to remain strong the long-term viability of the franchise may be impaired further by the withdrawal from the APS and therefore may lead to a reducing importance of BOSI to Lloyds.

PREVIOUS RATING ACTIONS

The last rating action on the group was on 22 June 2009 when the senior debt ratings of Lloyds TSB were affirmed at Aa3 and the BFSR was downgraded to C and the last rating action on subordinated capital securities took place on 9 September 2009, when the junior subordinated debt instruments and cumulative preference shares were downgraded to Ba1/ Ba2 and left under review for further possible downgrade.

The principal methodologies used in rating this issuer were "Bank Financial Strength Ratings: Global Methodology" (February 2007) and "Incorporation of Joint-Default Analysis into Moody's Bank Ratings: A Refined Methodology" (March 2007), which can be found at www.moodys.com in the Rating Methodologies sub-directory under the Research & Ratings tab. Other methodologies and factors that may have been considered in the process of rating this issuer can also be found in the Rating Methodologies sub-directory on Moody's website.

Downgrades:

..Issuer: Bank of Scotland plc

....Bank Financial Strength Rating, Downgraded to D+ from C-

....Multiple Seniority Medium-Term Note Program, Downgraded to Baa3, Ba1 from Baa2, Baa2

....Subordinate Regular Bond/Debenture, Downgraded to Baa3 from Baa1

..Issuer: HBOS plc

....Multiple Seniority Medium-Term Note Program, Downgraded to Ba1 from Baa2

....Subordinate Regular Bond/Debenture, Downgraded to Ba1 from Baa2

..Issuer: Halifax plc

....Subordinate Regular Bond/Debenture, Downgraded to Baa3 from Baa1

..Issuer: Leeds Permanent Building Society

....Subordinate Regular Bond/Debenture, Downgraded to Baa3 from Baa1

..Issuer: Lloyds Banking Group plc

....Subordinate Regular Bond/Debenture, Downgraded to Ba1 from Baa2

..Issuer: Lloyds TSB Bank Plc

....Bank Financial Strength Rating, Downgraded to C- from C

....Preferred Stock Preferred Stock, Downgraded to Ba2 from Baa3

....Subordinate Regular Bond/Debenture, Downgraded to Baa3 from Baa1

..Issuer: Scotland International Finance No. 2 B.V.

....Subordinate Regular Bond/Debenture, Downgraded to Baa3 from Baa1

On Review for Possible Downgrade:

..Issuer: Bank of Scotland (Ireland) Limited

....Bank Financial Strength Rating, Placed on Review for Possible Downgrade, currently D-

....Deposit Rating, Placed on Review for Possible Downgrade, currently P-2

....Senior Unsecured Deposit Rating, Placed on Review for Possible Downgrade, currently Baa1

..Issuer: Clerical Medical Finance plc

....Junior Subordinated Regular Bond/Debenture, Placed on Review for Possible Downgrade, currently Baa2

....Subordinate Regular Bond/Debenture, Placed on Review for Possible Downgrade, currently Baa1

On Review Direction Uncertain:

..Issuer: Clerical Medical Finance plc

....Junior Subordinated Regular Bond/Debenture, Placed on Review Direction Uncertain, currently Ba1

..Issuer: Scottish Widows plc

....Junior Subordinated Regular Bond/Debenture, Placed on Review Direction Uncertain, currently Ba1

Outlook Actions:

..Issuer: Bank of Scotland (Ireland) Limited

....Outlook, Changed To Rating Under Review From Negative

..Issuer: Halifax plc

....Outlook, Changed To Stable(m) From Rating Under Review

London
Johannes Wassenberg
Managing Director
Financial Institutions Group
Moody's Investors Service Ltd.
JOURNALISTS: 44 20 7772 5456
SUBSCRIBERS: 44 20 7772 5454

London
Elisabeth Rudman
VP - Senior Credit Officer
Financial Institutions Group
Moody's Investors Service Ltd.
JOURNALISTS: 44 20 7772 5456
SUBSCRIBERS: 44 20 7772 5454

Moody's affirms Lloyds TSB long-term rating at Aa3 stable, downgrades BFSR to C-
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