Moody's Takes Rating Actions on Five UK Banks

Global Credit Research Rating Action 12 MAY 2009

Rating Action: Clydesdale Bank plc

Moody's takes Rating Actions on Five UK Banks

Rating actions also affect subordinated debt

London, 12 May 2009 -- Moody's Investors Service announced today that it has taken selective rating actions on five UK banks. The institutions included in these actions are Close Brothers Limited, Clydesdale Bank, Co -operative Bank, Standard Bank plc, and Lloyds TSB Offshore Limited. The ratings of Investec Bank plc and ICICI Bank UK have been affirmed.

Today's rating action follows the earlier rating actions on UK mortgage lenders which had been announced on April 14th, primarily triggered by our concern that the global economic crisis will lead to significantly higher credit losses than previously anticipated, and our continued expectation of both parental and systemic support for the senior obligations of some of these banks where appropriate.

"The key factor in these rating actions is Moody's concern that capitalisation levels will come under pressure over the next quarters as the deteriorating economic conditions in the UK and globally will lead to significantly higher credit losses, particularly for the banks in their corporate banking and commercial real estate assets" said Ross Abercromby, VP/Senior Analyst.

For those banks with residential mortgage exposure (primarily Co -operative Bank and Clydesdale Bank) these rating actions, as with our recent rating actions on the UK mortgage lenders, include the results derived from the analysis of various stress scenarios, incorporating a peak -to -trough house price decline of 40% for our base scenario. In addition we have also stressed the commercial real estate and other loan portfolios of the banks based on information provided by the banks and Moody's own assumptions. These expected losses were compared to the capital positions of the banks and also took into account likely pre -provision income for the next year. The key concerns for these banks was the amount of capital available to absorb the upcoming losses, especially those arising from corporate banking, commercial real estate assets, including residential development lending, and residential mortgage assets, as well as future earnings capacity of the banks that directly affects their ability to add to or replenish their capital base.

The bank deposit and senior debt ratings of the banks continue to incorporate Moody's expectation of both parental and systemic support (where appropriate) and are in line with our expectation that banks in highly rated countries will receive or are likely to receive support depending on their level of systemic importance as well as their importance to their parent, if any.

In addition, the subordinated debt of these institutions has also been downgraded in line with our concern that systemic support may not be extended to these instruments in the case of financial distress. Moody's notes that due to the potential lack of systemic support for the subordinated and hybrid securities in the U.K., the anchor for subordinated and hybrid debt ratings issued by these institutions will no longer be the supported debt and deposit rating, but the standalone intrinsic strength rating, the Baseline Credit Assessment ("BCA") which is derived from the BFSR, incorporating however any potential parental support. This change in our rating of subordinated debt and hybrids in the UK follows the recent precedence on the exclusion of support on such instruments by the U.K. government in the case of the Dunfermline Building Society, and builds on the earlier example of Bradford & Bingley. In the case of Clydesdale Bank and Standard Bank we have incorporated parental support into these ratings and this explains the A3 rating for subordinated and junior subordinated debt at Clydesdale, and the Baa1 (on review for possible downgrade) rating on Standard Bank's subordinated debt.

SUMMARY OF RATING ACTIONS:

Close Brothers Limited ("CBL"): The A2/P -1C+ ratings are affirmed. The outlook is changed to negative from stable. The change in outlook to negative reflects the still very challenging economic environment in the UK and the likely impact that this will have on the bank's profitability and asset quality. The outlook change however also reflects the expected general resilience of CBL's business model during the current crisis including its continuing profitability, sound funding and comparatively strong capitalisation. The outlook on the debt issued by Close Brothers Finance PLC, guaranteed by CBL, is also changed to negative.

Clydesdale Bank ("Clydesdale"): senior debt/deposit ratings are downgraded to A1 negative outlook from Aa3 negative outlook; the P -1 short -term rating is affirmed; the BFSR is downgraded to C - (BCA: Baa1) with a stable outlook from C+ (negative outlook); subordinated debt ratings are downgraded to A3. The downgrade of the BFSR to C - reflects the still very challenging economic environment in the UK and the impact that this is expected to have on the bank's profitability and asset quality. The downgrade of the long - term bank deposit and senior debt ratings to A1 reflects the lower BFSR, but also the rating agency's view on the high ongoing support from its parent, National Australia Bank (NAB, rated Aa1/B, negative outlook), and a moderate probability of systemic support from the Aaa -rated UK. The backed -Aaa ratings assigned to the UK government guaranteed debt is unaffected by this rating action.

Co -operative Bank (Co -op Bank"): the A2/P -1 senior debt and bank deposit ratings are placed on review for possible downgrade; the BFSR is downgraded to C - (BCA: Baa1) from C and is also placed on review for possible downgrade; subordinated debt is downgraded to Baa2 from A3 and is also placed on review for possible downgrade. Similar to Clydesdale Bank the downgrade of the BFSR to C - from C reflects the difficult conditions in the UK and the impact that this is likely to have on the bank's profitability and asset quality. The review for possible downgrade on the C - BFSR will focus on the upcoming merger with Britannia Building Society (BFSR: D+ on review, direction uncertain) and the impact that the weaker position of the larger Britannia will have on the consolidated entity. The review for possible downgrade on the banks A2/P -1 long - term bank deposit and senior debt ratings will also focus on Moody's systemic support assumptions given the likely increasing systemic importance of the combined entity.

Lloyds TSB Offshore Limited ("Lloyds Offshore"): the debt and deposit ratings are affirmed at A1/P1 with a stable outlook, and the outlook on the C BFSR is changed to negative from stable. The affirmation of the debt ratings reflects the ongoing expectation of a high level of parental support from Lloyds TSB Bank plc (rated Aa3/P1 with a stable outlook, C+ BFSR with a negative outlook). The change in outlook on Lloyds Offshore's BFSR reflects the fact that although the economies of the Islands are unlikely to deteriorate to the same extent as the UK, they are also subject to negative headwinds, and the bank's relatively large commercial property exposures could lead to an increase in impairments. It also reflects the high integration of Lloyds Offshore into Lloyds Banking Group, and the subsequent linkage of Lloyds Offshore's intrinsic financial strength with its parent.

Standard Bank plc ("Standard Bank"): the A3/P -2/C - ratings are placed on review for possible downgrade, as is the Baa1 long -term Issuer Rating of Standard International Holdings. The review for possible downgrade will concentrate on the group's ability to mitigate potential losses and pressure on its capital stemming from the increased volatility in most of the emerging market countries where Standard Bank plc operates. The review will also focus on the robustness of the group's risk management framework and effectiveness of its collateral valuation and hedging positions, which it extensively relies on for minimising its exposures and concentration risks.

The ratings of ICICI Bank UK (Baa2/P -2/D) and of Investec Bank plc (Baa3/P -2/D+) have been affirmed, as recent rating actions had already incorporated the economic deterioration and the impact on their intrinsic and Debt and Deposit ratings.

The principal methodologies used in rating these issuers 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), as well as "Moody's Assesses Bank Hybrid Securities in the Context of the Credit Crisis" (December 2008), which can be found at www.moodys.com in the Credit Policy & Methodologies directory, in the Ratings Methodologies sub -directory. Other methodologies and factors that may have been considered in the process of rating these issuers can also be found in the Credit Policy & Methodologies directory.

Previous rating actions on the above institutions are as follows:

Moody's last rating action on Close Brothers Ltd was in April 2007 when the ratings were upgraded to A2/P - 1/C+ from A3/P -2/C following the implementation of Moody's JDA and BFSR methodologies.

The last rating action on Clydesdale Bank was on March 2, 2009 when the Aa3/Prime -1 ratings were affirmed, the BFSR was downgraded to C+ from B - and the outlook was changed to negative from stable.

The last rating action on Co -operative Bank was on January 21, 2009 when the A2/Prime -1/C ratings were affirmed, and the outlook was changed to negative from stable, following the announcement of the proposed merger with Britannia Building Society.

The last rating action on Lloyds TSB Offshore was on February 16, 2009 when the long -term bank deposit rating was downgraded to A1 from Aa2, following the downgrade of its parent.

The last rating action on Standard Bank plc and SIH was on 12th of March, 2009 following the announcement regarding the acquisition of the Russian -based investment bank Troika -Dialog. The ratings of Standard Bank plc and SIH were placed on negative outlook.

Structured Finance related rating actions, if any, are not covered by this press release. All of the banks included in this action are headquartered in the U.K. with the exception of Lloyds TSB Offshore that is headquartered in Jersey.

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

London Ross Abercromby Vice President - Senior Analyst Financial Institutions Group Moody's Investors Service Ltd. JOURNALISTS: 44 20 7772 5456 SUBSCRIBERS: 44 20 7772 5454

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