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Rating Action:

Moody's takes rating action on various subordinated securities of Lloyds and RBS

09 Sep 2009

London, 09 September 2009 -- Moody's Investors Service today downgraded to Ba1 the junior subordinated debt (upper Tier 2) and to Ba2 the cumulative preference shares (innovative Tier 1) instruments of various entities within Lloyds Banking Group. The securities remain under review for further possible downgrade. At RBS and Nat West plc the Ba1-rated junior subordinated debt has been placed on review for possible downgrade, and at RBS Group plc the (P) Ba2-rated junior subordinated debt has been placed on review for possible downgrade.

There has been no change to the senior debt ratings of either group (Aa3 for Lloyds TSB Bank plc and Bank of Scotland plc; A1 for Lloyds Banking Group and HBOS plc; Aa3 for RBS plc and A1 for RBS Group plc), the senior subordinated debt, the non-cumulative preference shares issued by either group (rated B3), the bank financial strength ratings (C negative outlook for Lloyds TSB mapping to a Baseline Credit Assessment of A3 and C- negative outlook for BoS mapping to a BCA of Baa2; C- negative outlook for RBS plc mapping to a Baseline Credit Assessment of Baa2), the P-1 short-term debt, or the Aaa government-guaranteed debt issued by either group.

Elisabeth Rudman, Senior Credit Officer at Moody's Investors Service, commented that "Moody's downgrade of these instruments reflects our assumption of a higher probability of coupon suspension on these securities as a result of the ongoing discussion between the UK government and European Commission ("EC") on the planned state aid package." This follows Moody's press release entitled "Moody's sees broader impact on hybrid ratings triggered by EC's state aid reviews", published on 19 August 2009.

Moody's understands that the UK government is currently discussing with the EC its planned Asset Protection Scheme for both Lloyds and RBS. Moody's previously downgraded the non-cumulative preference shares of both Lloyds and RBS to B3 on 2nd June 2009 to reflect the high likelihood that the EC may require both the groups to defer coupons on hybrid instruments, in line with its objective of burden sharing. However, Moody's is now incorporating the risk that the EC could also advise the groups to refrain paying coupons on securities with cumulative coupons, following the EC advising KBC, a Belgian bank, to refrain from paying coupons on some of its cumulative hybrids.

Consequently Moody's has taken rating actions on the cumulative securities with optional deferral provision issued by both groups. The rating agency has assumed a moderate probability of omission of coupons, but notes that the coupon payments on these instruments are cumulative, thereby limiting the loss severity of a coupon deferral if it were to occur. The cumulative preference shares (with cumulative deferral and non-cash settlement through ACSM) have largely the same features as junior subordinated debt on a going concern basis, but have a preferred claim in liquidation and are rated one notch lower than the junior subordinated debt. At Lloyds Banking Group Moody's has assigned the same rating to the cumulative securities of both the operating companies and holding companies, as the analysis is based on an expected-loss approach rather than being driven by the BFSR (C, mapping to A3) and the rating agency deems the risk of omission to be similar. At RBSG the ratings of the cumulative instruments are driven by the lower BFSR (C- mapping to Baa2) and therefore we still maintain different ratings for the operating companies and holding company based on our standard view on structural subordination.

The junior subordinated debt with optional deferral issued by Scottish Widows Plc and Clerical Medical Investment Group have also been downgraded from Baa2 (negative outlook) to Ba1 (under review for further possible downgrade). The rating actions on the subordinated debt of Scottish Widows ("SW") and Clerical Medical Finance ("CMF") reflect a) the alignment of the insurance operations' subordinated ratings and outlooks to the subordinated ratings and outlooks of the corresponding banking operations within Lloyds and b) the different deferral characteristics of each debt. Moody's believes that Lloyds' capital base is increasingly managed centrally. The revised ratings and outlooks on the insurance subsidiaries therefore reflect Moody's view that the insurance subordinated ratings of SW and CMF are constrained by the ratings on the subordinated debt of the correspondent parent banking companies within Lloyds. The difference in notching between the ratings on the subordinated debt issues of CMF reflects the different deferral characteristics of each debt. In the case of the Baa2 rated junior subordinated debt and Baa1 rated senior subordinated debt, CMF has limited ability to defer payments as coupon deferral is restricted to mandatory triggers upon specified remote solvency triggers. On the contrary, in the case of the Ba1 rated junior subordinated debt, CMF has non restricted optional deferral ability.

DOWNGRADE OF CUMULATIVE PREFERENCE SHARES AND JUNIOR SUB DEBT OF LLOYDS

The instruments of the following banks have been affected by this action:

Lloyds TSB Bank:

- Cumulative junior subordinated debt (Upper Tier 2): downgraded to Ba1 (review for downgrade) from Baa2;

- Cumulative (Tier 1) preferred securities: downgraded to Ba2 (review for downgrade) from Baa3;

Bank of Scotland:

- Cumulative junior subordinated debt (Upper Tier 2): downgraded to Ba1 (review for downgrade) from Baa2;

- Cumulative (Tier 1) preferred securities: downgraded to Ba2 (review for downgrade) from Baa3;

HBOS:

- Cumulative junior subordinated debt (Upper Tier 2): downgraded to Ba1 (review for downgrade) from Baa3;

Scottish Widows (SW):

Junior Subordinated Debt from Baa2 (negative outlook) to Ba1 (review for downgrade)

Clerical Medical Finance (CMF):

Junior Subordinated Debt (guaranteed by Clerical Investment Group Ltd) from Baa2 (negative outlook) to Ba1 (review for downgrade) - €750m 4.25 per cent. Perpetual Fixed/Floating Rate Reset Subordinated

Junior Subordinated Debt (guaranteed by Clerical Investment Group Ltd) affirmed at Baa2 (negative outlook) - GBP150m 7 3/8 per cent. Undated Subordinated Guaranteed Bonds

Senior Subordinated Debt (guaranteed by Clerical Investment Group Ltd) affirmed at Baa1 (negative outlook) - GBP400m 6.45 per cent. Due 2023 Subordinated Guaranteed Bonds

REVIEW FOR DOWNGRADE OF CUMULATIVE PREFERENCE SHARES AND JUNIOR SUB DEBT OF RBS

The instruments of the following banks have been affected by this action:

RBS Plc/ Nat West Plc:

- Cumulative junior subordinated debt (Upper Tier 2) at Ba1 (negative outlook): placed on review for possible downgrade;

RBS Group Plc:

- Cumulative junior subordinated debt (Upper Tier 2) shelf programmes at (P) Ba2 (negative outlook): placed on review for possible downgrade;

PREVIOUS RATING ACTIONS AND METHODOLOGIES USED

The last rating action on RBS Group was on 10 June 2009 when the Aa3 senior debt rating of RBS plc was affirmed and the C- BFSR was confirmed.

The last rating action on Lloyds Banking Group was on 22 June 2009 when the Aa3 senior debt rating of Lloyds TSB was affirmed and the BFSR was downgraded to C.

The principal methodologies used in rating the entities are "Bank Financial Strength Ratings: Global Methodology" and "Guidelines for Rating Bank Junior Securities", which can be found at www.moodys.com in the Credit Policy & Methodologies directory, 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 these issuers can also be found in the Rating Methodologies sub-directory on Moody's website.

Downgrades:

..Issuer: Bank of Scotland plc

....Junior Subordinated Regular Bond/Debenture, Downgraded to a range of Ba2 to Ba1 from a range of Baa3 to Baa2

..Issuer: Cheltenham & Gloucester plc

....Junior Subordinated Regular Bond/Debenture, Downgraded to Ba1 from Baa2

..Issuer: Clerical Medical Finance plc

....Junior Subordinated Regular Bond/Debenture, Downgraded to Ba1 from Baa2

..Issuer: HBOS plc

....Junior Subordinated Regular Bond/Debenture, Downgraded to Ba1 from Baa3

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

..Issuer: Halifax plc

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

..Issuer: Leeds Permanent Building Society

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

..Issuer: Lloyds TSB Bank Plc

....Junior Subordinated Regular Bond/Debenture, Downgraded to a range of Ba2 to Ba1 from a range of Baa3 to Baa2

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

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

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

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

..Issuer: Scottish Widows plc

....Junior Subordinated Regular Bond/Debenture, Downgraded to Ba1 from Baa2

On Review for Possible Downgrade:

..Issuer: National Westminster Bank PLC

....Junior Subordinated Conv./Exch. Bond/Debenture, Placed on Review for Possible Downgrade, currently Ba1

....Junior Subordinated Regular Bond/Debenture, Placed on Review for Possible Downgrade, currently Ba1

....Multiple Seniority Shelf, Placed on Review for Possible Downgrade, currently (P)Ba1

....Subordinate Regular Bond/Debenture, Placed on Review for Possible Downgrade, currently Ba1

..Issuer: Royal Bank of Scotland Group plc

....Multiple Seniority Shelf, Placed on Review for Possible Downgrade, currently (P)Ba2

..Issuer: Royal Bank of Scotland plc

....Junior Subordinated Regular Bond/Debenture, Placed on Review for Possible Downgrade, currently Ba1

....Multiple Seniority Medium-Term Note Program, Placed on Review for Possible Downgrade, currently Ba1

Outlook Actions:

..Issuer: Bank of Scotland plc

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

..Issuer: Clerical Medical Finance plc

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

..Issuer: HBOS plc

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

..Issuer: Halifax plc

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

..Issuer: Lloyds TSB Bank Plc

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

..Issuer: National Westminster Bank PLC

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

..Issuer: Royal Bank of Scotland Group plc

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

..Issuer: Royal Bank of Scotland plc

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

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

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

..Issuer: Scottish Widows plc

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

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 takes rating action on various subordinated securities of Lloyds and RBS
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