FITCH AFFIRMS ROYAL BANK OF SCOTLAND, LLOYDS BANKING GROUP & SANTANDER; DOWNGRADES NATIONWIDE

FITCH AFFIRMS ROYAL BANK OF SCOTLAND, LLOYDS
        BANKING GROUP & SANTANDER; DOWNGRADES
                      NATIONWIDE

Fitch Ratings-London-19 September 2013: Fitch Ratings has affirmed the Long-term Issuer Default
Ratings (IDR) of Royal Bank of Scotland Group (RBSG), Lloyds Banking Group (LBG) and
Santander UK (San UK) at 'A', with Stable Outlooks. Fitch has downgraded Nationwide Building
Society's (Nationwide) Long-term IDR to 'A' from 'A+'. The Outlooks on all of the Long-term IDRs
are Stable. All of the banks' Support Rating Floors (SRF) and Support Ratings have been affirmed
at 'A' and '1', respectively.

Fitch has also upgraded the Viability Ratings (VR) of LBG and of Lloyds TSB Bank Plc (LTSB) to
'bbb+' from 'bbb' and has downgraded the VR of Nationwide to 'a' from 'a+'. The VRs of RBSG,
RBS and San UK have been affirmed at 'bbb', 'bbb' and 'a', respectively.

The financial institutions discussed in this comment are leading players in the UK retail and
commercial banking market. Retail banking, heavily weighted towards mortgage lending, is the
core business of Nationwide, LBG and San UK. Retail is also a sizeable business line for RBSG,
although it is somewhat more diversified, both across product lines and geographically.

All financial institutions discussed in this comments are benefiting from the gradual improvement
in the UK's operating environment. Performance in 2012/13 is improving, albeit gradually.
Performance indicators vary widely across the institutions, reflecting different business focus and
the ability to address legacy problems, notably in commercial real estate (CRE) lending, Irish
exposure, certain books of low yielding residual mortgages and many others. Liquidity at all the
financial institutions is expected to reduce, albeit faster at some than others, from a strong level
across the board. Capital ratios are improving.

A full list of rating actions is at the end of this comment.

KEY RATING DRIVERS: IDRS, SENIOR DEBT, SUPPORT RATING AND SUPPORT
RATING FLOOR
The Support Ratings and SRFs of RBSG, RBS, LBG, LTSB, Bank of Scotland Plc (BoS),
Nationwide and San UK reflect Fitch's view that, as systemically important banks in the UK,
support for the banks from the UK authorities (AA+/Stable), in case of need, is still highly likely.

The IDRs and senior debt ratings of RBSG, RBS, LBG, LTSB, BoS and San UK are driven by their
SRFs. Nationwide's IDRs and senior debt ratings are driven by its VR, underpinned by its SRF.
Nationwide's SRF is at the same level as its Long-term IDR.

RATING SENSITIVITIES: IDRS, SENIOR DEBT, SUPPORT RATING AND SUPPORT
RATING FLOOR
The SRs and SRFs of all these institutions are sensitive to a change in Fitch's assumptions about the
ongoing availability of extraordinary sovereign support to them. Changes in assumptions could be
driven by a reduction either in the sovereign's ability (for example, triggered by a downgrade of the
UK's sovereign rating) or propensity to provide such support. In either case, this would result in a
downward revision of the banks' SRFs.

In Fitch's view, there is a clear intention ultimately to reduce implicit state support for systemically
important banks in the UK (and more broadly in the EU), as demonstrated by a series of legislative,
regulatory and policy initiatives at UK and EU levels. On 11 Sept. 2013, Fitch outlined its approach
to incorporating support in its bank ratings in light of evolving support dynamics for banks
worldwide (see "Fitch Outlines Approach for Addressing Support in Bank Ratings" and "Bank
Support: Likely Rating Paths", at www.fitchratings.com).

The SRFs and SRs of all the banks listed in this rating action commentary would be revised down if
Fitch concluded that potential sovereign support had either weakened relative to its previous
assessment or that it could no longer be relied upon.

A downward revision of the SRF would lead to a downgrade of the Long-term IDRs, and possibly
also of the Short-term IDRs, and senior debt ratings of RBSG and of LBG and their subsidiaries
given their current VR levels. It would also lead to a Negative Outlook on the Long-term IDR and
senior debt ratings of San UK, as its ratings would at that point be driven by its VR. The VR is, in
turn, constrained by the Long-term IDR of its parent, Banco Santander SA (BBB+/Negative/bbb+).
The potential Negative Outlook on San UK's Long-term IDR would reflect Fitch's view that some
degree of correlation between the IDRs of San UK and Banco Santander SA exists, thus justifying
harmonisation of Outlooks. A downward revision of Nationwide's SRF would currently have no
impact on its IDRs or senior debt ratings as they are currently driven by its VRs.

ROYAL BANK OF SCOTLAND
KEY RATING DRIVERS - VR
RBS's VR reflects the significant progress made in improving its overall risk profile and in meeting
strategic targets. It also considers certain significant risk areas that remain. These include credit
risks associated with its still sizeable Irish loans and CRE portfolio; political risks and uncertainties,
including in relation to the outcome of the UK government's ongoing investigation into the
cost/benefit of spinning off certain activities; and substantial potential conduct and litigation risks.
Lastly, strategic guidelines remain uncertain as the newly appointed CEO due to take office from 1
Oct. 2013, has yet to clarify the overall direction to be pursued by the bank.

Nonetheless, Fitch believes that RBSG is well positioned to continue to de-risk and strengthen its
balance sheet, given its strong core retail and commercial franchises, and improving governance
structures. While the potential sale of some of its businesses in the medium-term, and restructuring
of its trading division is likely to result in lower earnings, the overall volatility of earnings is
expected to reduce which Fitch would consider positive.

Regulatory capital ratios continue to improve thanks to de-leveraging and despite increased risk
weightings applied to CRE investment portfolio assets. However, capitalisation needs to be
considered in the context of residual concentration risks (geographic, industrial and single name
exposures) and a relatively high level of unreserved non-performing loans relative to Fitch core
capital (FCC; 46%), which exposes the bank to further falls in collateral values.

RATING SENSITIVITIES - VR
On balance, Fitch considers that RBSG's VR is capable of gradual improvement over the short to
medium term. However, there is uncertainty regarding the extent and pace of a potential future
upgrade. Positive drivers would include further reductions in risk concentrations and strengthening
of capital and greater visibility regarding strategic direction and the outcome of overhanging
political, litigation and conduct risk, including the outcome of the government's "bad" bank review,
In the longer-term, and reflecting its strong core franchise across many segments and assuming
further strengthening in profitability and maintenance of sound key metrics, Fitch sees potential for
the VRs of both the group and the bank to rise to the 'a' category.

Downside risk to RBSG's VR is likely to be driven by external factors, rather than by any change in
risk appetite. A particularly disruptive or expensive and extended reputational or litigation event
could also create downside risks.

RBS's and RBSG's VRs and VR sensitivities are all driven by the same considerations; for RBSG,
the continued absence of any double leverage is also a consideration.

KEY RATING DRIVERS AND SENSITIVITIES - SUBSIDIARIES' IDRs, SUPPORT RATINGS
AND VRS
ROYAL BANK OF SCOTLAND NV (RBS NV)
RBS NV is a former ABN Amro Bank legal entity, which is in the process of being wound down
and much of whose business acquired by RBS was transferred to RBS plc's balance sheet. It is

essentially a booking centre for the group and its IDRs are aligned with those of RBS because of its
high operational integration and the extremely high likelihood it would be supported by RBS if
needed. Fitch believes it cannot be meaningfully analysed on a standalone basis (it has no VR) and
its IDRs are sensitive to the same considerations that could affect RBS.

NATIONAL WESTMINSTER BANK PLC
National Westminster Bank is a core subsidiary of RBS and, while a separate legal entity, its
operations are highly integrated with those of its parent. Fitch believes that it cannot be
meaningfully analysed on a standalone basis (it has no VR), that its overall risk profile is
indistinguishable from that of RBS and that it is difficult to countenance a default of one bank and
not the other. Its IDRs are thus driven by the same rating drivers and sensitivities as those of RBS.

ROYAL BANK OF SCOTLAND INTERNATIONAL LIMITED (RBSI)
RBSI provides core offshore banking operations. RBSI's IDRs are the same as those of its parent
RBS, reflecting its ownership, the alignment of risk management procedures and operating
platforms with RBS, and the close alignment of RBSI's activities with those of the RBS Group's
core UK bank. In Fitch's opinion, there is an extremely strong likelihood of support being provided
by RBS to RBSI should it ever be required. Its IDRs are thus driven by the same rating drivers and
sensitivities as those of RBS.

ULSTER BANK LIMITED
Ulster Bank's VR reflects Fitch's view that its capacity for continued unsupported operation is
highly vulnerable to deterioration in the business and economic environment. The bank is reliant on
its parent for funding, liquidity and capital. Its Long-term IDR is notched once from its parent's,
reflecting Fitch's view that this Irish subsidiary is still strategically important and that support will
continue to flow through from the parent. Ulster Bank's Short-term IDR is equalised with its
parent's because Fitch believes that the likelihood of the bank continuing to receive support in the
short term is highly likely. The Long-term IDR is driven by the same drivers and sensitivities as
those of RBS but could also be impacted should questions about the importance of maintaining a
presence in Ireland or potential ownership changes surface. The VR is sensitive to an improvement
in the entity's standalone performance.

ULSTER BANK IRELAND LIMITED
Ulster Bank Ireland's Long-term and Short-term IDRs are equalised with those of Ulster Bank. Like
Ulster Bank, its Long-term IDR is notched once from the IDR of RBS and its Short-term IDR is
equalised. It has no VR as Fitch believes its operations cannot be meaningfully analysed on a
standalone basis. However, while its IDRs are also driven by the same rating drivers and
sensitivities as those of RBS but could also be impacted should questions about the importance of
maintaining a presence in the Republic of Ireland or potential ownership changes surface. They are
also subject to additional Irish country risk, meaning its ratings are expected to be capped one notch
above that of the Irish sovereign's Long-term IDR (BBB+/Stable).

RBS HOLDING USA INC
The rating assigned to RBS Holdings USA Inc's commercial paper programme is equalised with the
Short-term IDR of RBSG reflecting the unconditional guarantee provided by the ultimate parent.

RBS SECURITIES INC
RBSSI is a wholly-owned subsidiary of RBSG and its ratings are notched once off RBSG's
Long-term IDR, reflecting Fitch's view that this is a strategically important subsidiary of the group's
markets business. RBSSI relies on the parent for contingent funding, capital and liquidity needs.
Without such support, its ratings would be materially lower on a standalone basis. As it operates as
an integral part of RBS's market business, no VR is assigned. The ratings incorporate RBS's
continuing demonstrated support in the form of capital infusions and credit lines.

RBSSI's Long-term IDR is notched down from RBS's IDR because the entity is based outside the
UK and support may diminish over time. Fitch believes that the UK government will continue to
allow support to flow through to RBSSI, if required. However, retail bank subsidiaries may have
priority for support in an extreme stress scenario. Furthermore, over time, the UK government may
opt to segregate investment banking and core banking activities. This could reduce support for

RBSSI and cause Fitch to review these ratings. Changes to RBSSI's ratings would move in tandem
with RBS's Long- and Short-term IDRs because RBSSI's ratings are driven by that of its parent. If
RBSSI were no longer deemed strategically important to RBS, RBSSI's ratings would be
downgraded, potentially by multiple notches.

LLOYDS BANKING GROUP
KEY RATING DRIVERS - VR
LBG's and LTSB's VRs are underpinned by the group's strong UK retail and commercial banking
franchises, a reduced risk profile as a result of deleveraging and healthy liquidity. The VR also
takes into account risks, especially those linked to CRE exposures and potential conduct charges.
For LBG, the VR also reflects relatively low holding company double leverage.

The upgrade of LBG and LTSB's VRs acknowledges significant improvement in the group's
FCC/weighted risks ratio to 9.6% at end-H113 (end-2012: 8.1%), a trend which Fitch expects will
continue. The improvement in LBG's FCC/weighted risks ratio results from improved retained
earnings, deleveraging and the upstreaming of a GBP1.6bn dividend from its insurance subsidiary.
Despite the improving trend, capitalisation is still weaker than peers' in the 'a' range and Fitch
considers that LBG's capitalisation is still at risk from falls in the value of collateral, given a
relatively high proportion of unreserved impaired loans to FCC (71%).

Non-core loans reduced to GBP83bn at end-H113 (end-2012: GBP98bn); further reductions to less
than GBP70bn are expected by end-2013. De-leveraging has been capital accretive throughout 2012
and H113 and was a key driver to LBG's improving FCC/weighted risks ratio.

KEY RATING SENSITIVITIES - VR
Further positive rating action on the VRs would need to be supported by an improving UK
operating environment helping to sustain profitability and further strengthen capitalisation.

Continued improvement in LBG's and LTSB's asset quality indicators and capital ratios could
support the positive momentum of the banks' VRs to align with the 'a' range of other large UK
institutions.

A downgrade would likely be the result of external factors, for example a particularly sharp
deterioration in the UK economy and property market that resulted in a material weakening of asset
quality.

NATIONWIDE BUILDING SOCIETY
KEY RATING DRIVERS - VR
The downgrade of Nationwide's VR is driven by the continued pressure on post-impairment
earnings and thus capital generation arising from the society's poorly performing commercial
property finance portfolio (the total property finance portfolio accounted for 7% of lending assets,
the equivalent of 183% of the society's FCC). A deterioration of the portfolio during 2012/2013
resulted in additional impairment charges. Furthermore, the classification of around GBP3bn of
loans as 'default' under the Prudential Regulatory Authority's (PRA) new 'slotting' regime resulted
in additional capital needed to be set aside against regulatory expected losses.

While acknowledging that profit maximisation is not Nationwide's goal, Fitch considers this
negative impact is exacerbated by the building society's very low (albeit rising) underlying
profitability. A relatively high proportion of net impaired loans (calculated as impaired loans less
reserves) to Nationwide's FCC (52%), leaves the society vulnerable to further falls in the value of
collateral.

Fitch notes that Nationwide's franchise and brand recognition in the UK mortgage and savings
markets is strong. Further, its large, well performing prime residential mortgage loans (69% of total
loans) and its stable deposit base are major strengths, underpinning the VR. Internal capital
generation is expected to improve given the general widening of margins noted in the UK since
mid-2013 and strong volume growth noted at Nationwide (gross loans were up 4% on a net basis in
the year to 4 April 2013). While profitability is expected to rise notably as early as FY14, it is from
a very low base and is not expected to rise to its full potential until the property portfolio is fully

restructured, most likely 2015/2016.

On-balance sheet liquidity reserves are reducing in line with lower regulatory requirements and, as
a result, liquidity metrics are now weaker than certain of its peers' but still very solid. In common
with other UK banks, the society's overall liquidity position is supported by off-balance sheet
Treasury Bills and access to central bank liquidity through the positioning of some of its loans with
the Bank of England.

RATING SENSITIVITIES - VR
Given Nationwide's geographic and business concentrations, Fitch views its natural VR range to be
within the 'a' category. An improvement in the VR to 'a+' in the short term is not Fitch's base case
given weak profitability and some pressure on capital. Further negative rating pressure on the VR
could arise from the society's inability to meet its targeted leverage ratio in a timely manner, or
from a faster deterioration in the loan book than originally envisaged.

SAN UK
KEY RATING DRIVERS - VR
San UK's VR is underpinned by the bank's good asset quality, supported by the high proportion of
lending, secured by prime residential mortgages. Although there was a slight uptick in impaired
mortgages in 2012-H113, the overall book remains well performing. The bank's strategy is to
increase corporate and SME loans, potentially to around 20% of total loans over the medium-term.
The bank's performance weakened as a result of the extended low base rate environment but
spreads are beginning to widen. Although loan impairment charges reached a very high GBP1bn in
2012 (57% of pre-operating income), these were largely the result of a portfolio review and have
fallen to more moderate levels in year to date 2013.

Liquidity and capital are comfortable, although Fitch expects some limited reduction of excess
liquidity following changes in regulatory requirements. This is the case for most UK banks.

Deposits are the bank's main funding source. San UK also makes use of secured issuance and asset
encumbrance is relatively high (albeit reducing) compared with its UK peers. The capital position is
strong, with a core Tier 1 ratio of 12.4% at H113, although this is likely to weaken gradually as the
bank expands its SME lending.

San UK is regulated by the UK PRA on a standalone basis and it is managed and funded separately
from its parent. Fitch believes the bank is well ring-fenced against the potential for its parent to
upstream excessive liquidity and/or capital. However, in Fitch's view, San UK's reputation and
business flows are to some extent still correlated with its parent's overall creditworthiness and the
linkage between parent and subsidiary ratings means that Fitch has maintained San UK's VR two
notches above Banco Santander SA's Long-term IDR.

Although Banco Santander SA may provide capital and liquidity support to San UK, if necessary,
the extent of this support is limited given the size of the UK subsidiary, which represents c.30% of
total group assets. Fitch does not factor institutional support into San UK's ratings.

RATING SENSITIVITIES - VR
Negative pressure on San UK's VR would arise if Banco Santander SA was downgraded or if San
UK's standalone position weakened for example due to a material weakening of asset quality
arising from a very sharp correction in the UK economy and property market. This is not Fitch's
base case. Upward potential on the VR is limited given the parent's rating.

SAN UK'S SUBSIDIARIES' KEY RATING DRIVERS AND SENSITIVITIES
Abbey National Treasury Services (ANTS)
The ratings of ANTS, the main debt issuing vehicle of San UK, are equalised with those of San UK.
It is a fully integrated subsidiary and all its obligations incurred prior to 30 June 2015 are
guaranteed by San UK. ANTS' ratings are sensitive to changes in San UK's IDRs.

SUBORDINATED DEBT AND HYBRID RATINGS (ALL BANKS) - RATING DRIVERS AND
SENSITIVITIES

The ratings of all banks' subordinated debt and hybrid securities are notched down from their or
from their parents' VRs reflecting a combination of Fitch's assessment of their incremental
non-performance risk relative to their VRs (up to three notches) and assumptions around loss
severity (one or two notches). These features vary considerably by instrument. The ratings are
primarily sensitive to changes in the VRs of the banks or their parents. Please refer to 'Assessing
and Rating Bank Subordinated and Hybrid Securities' at www.fitchratings.com for more detail on
criteria.
GOVERNMENT GUARANTEED DEBT - RATING DRIVERS AND SENSITIVITIES
Where rated, the ratings of these securities are driven by the rating of the UK government and are
sensitive to changes in that rating.

The full list of rating actions is as follows:

LBG
Long-term IDR: affirmed at 'A'; Stable Outlook
Short-term IDR: affirmed at 'F1'
Viability Rating: upgraded to 'bbb+' from 'bbb'
Support Rating: affirmed at '1'
Support Rating Floor: affirmed at 'A'
Senior unsecured EMTN Long-term: affirmed at 'A'
Senior unsecured EMTN Short-term: affirmed at 'F1'
Senior unsecured notes: affirmed at 'A'
Lower tier 2 (XS0145620281): upgraded to 'BBB' from 'BBB-'
All other lower Tier 2 subordinated Enhanced Capital Notes: upgraded to 'BBB-' from 'BB+'
Upper Tier 2 subordinated Enhanced Capital Notes (XS0471770817, XS473103348,
XS0471767276, XS0473106283): upgraded to 'BB+' from 'BB'
All other Upper Tier 2 subordinated bonds: upgraded to 'BB+' from 'BB'
Subordinated non-innovative Tier 1 discretionary debt: upgraded to 'BB-' from 'B+'

LTSB
Long-term IDR: affirmed at 'A' '; Stable Outlook
Short-term IDR: affirmed at 'F1'
Viability Rating: upgraded to 'bbb+' from 'bbb'
Support Rating: affirmed at '1'
Support Rating Floor: affirmed at 'A'
Senior unsecured Long-term debt: affirmed at 'A'
Commercial paper and senior unsecured Short-term debt: affirmed at 'F1'
Guaranteed senior EMTN Long-term: affirmed at 'AA+'
Guaranteed senior EMTN Short-term: affirmed at 'F1+'
Guaranteed senior notes Long-term: affirmed at 'AA+'
Market linked securities: affirmed at 'Aemr'
Lower Tier 2: upgraded to 'BBB' from 'BBB-'
Upper Tier 2 subordinated debt: upgraded to 'BB+' from 'BB'
Innovative Tier 1 subordinated non-discretionary debt (XS0156923913, US539473AE82,
XS0474660676): upgraded to 'BB' from 'BB-'
Non-innovative Tier 1 debt (XS 0156372343): upgraded to 'BB' from 'BB-'
Other Innovative Tier 1 subordinated discretionary debt: upgraded to 'BB-' from 'B+'

HBOS
Long-term IDR: affirmed at 'A'; Stable Outlook
Short-term IDR: affirmed at 'F1'
Support Rating: affirmed at '1'
Senior unsecured debt: affirmed at 'A'
Innovative Tier 1 subordinated discretionary debt: upgraded to 'BB-' from 'B+'
Innovative Tier 1 subordinated non-discretionary debt: upgraded to 'BB' from 'BB-'
Upper Tier 2 subordinated debt: upgraded to 'BB+' from 'BB'
Lower Tier 2 debt: upgraded to 'BBB' from 'BBB-'

BOS

Long-term IDR: affirmed at 'A'; Stable Outlook
Short-term IDR: affirmed at 'F1'
Support Rating: affirmed at '1'
Support Rating Floor: affirmed at 'A'
Senior unsecured debt: affirmed at 'A'
Commercial paper and senior unsecured Short-term debt: affirmed at 'F1'
Lower Tier 2: upgraded to 'BBB' from 'BBB-'
Upper Tier 2: upgraded to 'BB+' from 'BB'
Preference stock: upgraded to 'BB' from 'BB-'

RBSG
Long-term IDR: affirmed at 'A'; Outlook Stable
Senior unsecured debt: affirmed at 'A'
Senior unsecured market linked securities: affirmed at 'Aemr'
Short-term IDR: affirmed at 'F1'
Commercial paper: affirmed at 'F1'
Viability Rating: affirmed at 'bbb'
Support Rating: affirmed at '1'
Support Rating Floor: affirmed at 'A'
Subordinated debt: affirmed at 'BB+'
Subordinated debt: affirmed at 'BBB-'
Innovative Tier 1 and Preferred stock: affirmed at 'B+'
USD1.2bn, US780097AH44; GBP200m XS0121856859; USD1bn US780097AE13 and USD300m
US7800978790: affirmed at 'BB-'

RBS
Long-term IDR: affirmed at 'A'; Outlook Stable
Senior unsecured debt: affirmed at 'A'
Senior unsecured market linked securities: affirmed at 'Aemr'
Short-term IDR: affirmed at 'F1'
Commercial paper: affirmed at 'F1'
Viability Rating: affirmed at 'bbb'
Support Rating: affirmed at '1'
Support Rating Floor: affirmed at 'A'
Subordinated Lower Tier 2 debt affirmed at 'BBB-'
Subordinated Upper Tier 2 debt affirmed at 'BB'
EUR1bn Dated Subordinated Debt, XS0201065496 affirmed at 'BB+'

National Westminster Bank plc
Long-term IDR: affirmed at 'A'; Outlook Stable
Short-term IDR: affirmed at 'F1'
Long-term and Short-term senior unsecured debt: affirmed at 'A'/ 'F1'
Support Rating: affirmed at '1'
Support Rating Floor: affirmed at 'A'
Subordinated Lower Tier 2 debt: affirmed at 'BBB-'
Subordinated Upper Tier 2 debt: affirmed at 'BB'

RBS NV
Long-term IDR: affirmed at 'A'; Outlook Stable
Senior unsecured debt: affirmed at 'A'
Senior unsecured market linked securities: affirmed at 'Aemr'
Short-term IDR: affirmed at 'F1'
Support Rating: affirmed at '1'
Subordinated debt: affirmed at 'BBB-'

RBS International Ltd
Long-term IDR: affirmed at 'A'; Outlook Stable
Short-term IDR: affirmed at 'F1'

RBS Holding USA Inc
CP programme: affirmed at 'F1'

Ulster Bank Limited
Long-term IDR affirmed at 'A-'; Outlook Stable
Short-term IDR affirmed at 'F1'
Viability Rating affirmed at 'ccc'
Support Rating affirmed at'1'

Ulster Bank Ireland Limited
Long-term IDR affirmed at 'A-'; Outlook Stable
Short-term IDR affirmed at 'F1'.
Senior unsecured Long-term and Short-term debt, including CPs, affirmed at 'A-/F1'
Support Rating affirmed at '1'
Subordinated debt affirmed at 'BBB-'

RBS Securities Inc
Long-term IDR affirmed at 'A-'; Outlook Stable
Short-term IDR affirmed at 'F1'.

Nationwide
Long-term IDR: downgraded to 'A' from 'A+'; Stable Outlook
Short-term IDR: affirmed at 'F1'
VR: downgraded to 'a' from 'a+'
Support Rating: affirmed at '1'
SRF: affirmed at 'A'
Senior unsecured long-term debt, including programme ratings and member deposits: downgraded
to 'A' from 'A+'
Commercial paper and short-term debt, including programme ratings: affirmed at 'F1'
Lower Tier 2: downgraded to 'A-' from 'A'
Permanent interest bearing securities: downgraded to 'BBB-' from 'BBB'

San UK:
Long-term IDR: affirmed at 'A'; Outlook Stable
Short-term IDR: affirmed at 'F1'
VR: affirmed at 'a'
Support Rating: affirmed at '1'
SRF: affirmed at 'A'
Senior unsecured debt long-term rating, including programme rating: affirmed at 'A'
Senior unsecured debt short-term rating, including programme rating and commercial paper:
affirmed at 'F1'
Market-linked senior unsecured securities: affirmed at 'Aemr'
Subordinated debt: affirmed at 'A-'
Upper Tier 2 subordinated debt: affirmed at 'BBB'
GBP300m Non-cumulative, callable preference shares, XS0502105454: affirmed at 'BB+'
Other Preferred stock: affirmed at 'BBB-'

Abbey National Treasury Services plc
Long-term IDR: affirmed at 'A'; Stable Outlook
Short-term IDR: affirmed at 'F1'
Senior unsecured debt long-term rating, including programme ratings: affirmed at 'A'
Senior unsecured debt short-term rating: affirmed at 'F1'
Government guaranteed Debt Programme: affirmed at 'AA+'/'F1+'

Abbey National Capital Trust 1
USD1bn Trust Preferred Securities (ISIN: US002927AA95) (guaranteed by San UK): affirmed at
'BBB-'

Contact:

Primary Analyst
Claudia Nelson (RBSG and subsidiaries, Nationwide, San UK and subsidiaries)
Senior Director
+44 20 3530 1191
Fitch Ratings Limited
30 North Colonnade
London E14 5GN

Primary Analyst (LBG and subsidiaries)
Denzil de Bie Director
+44 20 3530 1592
Fitch Ratings Limited
30 North Colonnade
London E14 5GN

Primary Analyst (RBSSI)
Ilya Ivashkvov CFA
Director
+1-212-908-0769
Fitch Ratings
One State Street Plaza
New York 10004

Secondary Analyst
Claudia Nelson (LBG and subsidiaries)
Senior Director
+44 20 3530 1191

Secondary Analyst (RBSG and subsidiaries)
Denzil de Bie
Director
+44 20 3530 1592

Secondary Analyst
Natalia Shakhina (San UK and subsidiaries)
Analyst
+44 20 3530 1577

Secondary Analyst (Nationwide)
Christopher Keeling
Analyst
+44 20 3530 1494

Committee Chairperson
Janine Dow
Senior Director
+44 20 3530 1464

Media Relations: Peter Fitzpatrick, London, Tel: +44 20 3530 1103, Email:
peter.fitzpatrick@fitchratings.com; Hannah Huntly, London, Tel: +44 20 3530 1153, Email:
hannah.huntly@fitchratings.com.

Additional information is available on www.fitchratings.com

Applicable criteria, 'Global Financial Institutions Rating Criteria', dated 15 August 2012, 'Rating FI
Subsidiaries and Holding companies', dated 10 August 2012, 'Assessing and Ratings Bank
Subordinated and Hybrid Securities, dated 5 December 2012; Evaluating Corporate Governance,
dated 12 December 2012; Rating Financial Institutions Above the Sovereign dated 12 December

2012 and 'Securities Firms Criteria' dated 15 August 2012.

Applicable Criteria and Related Research:
Global Financial Institutions Rating Criteria
http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=686181
Rating FI Subsidiaries and Holding Companies
http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=679209
Assessing and Rating Bank Subordinated and Hybrid Securities
http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=695542
Evaluating Corporate Governance
http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=694649
Rating Financial Institutions Above the Sovereign
http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=696373
Securities Firms Criteria
http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=686137

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