LCH.CLEARNET LIMITED. Update to Regulation 62 and Definitions.

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1 LCH.CLEARNET LIMITED Update to Regulation 62 and Definitions. 11 December 2008 Please note the following update to the Regulation 62 and Definitions to the General Regs which should be as follows: Definitions ATP Match Co-operating Clearing House EquityClear Mixed Member Match The matched Trading Platform Particulars resulting from the matching on an ATP, in accordance with the relevant ATP Market Rules, of Trading Platform Particulars received from, or on behalf of, (i) two EquityClear Clearing Members (with one as buyer and one as seller); or (ii) one EquityClear Clearing Member and one member of a relevant Co-operating Clearing House (with one as buyer and one as seller). (i) a Co-operating Exchange or Associated Clearing House party to a Link Agreement with the Clearing House; or (ii) a clearing house party to an agreement with the Clearing House in respect of the co-clearing of an Exchange pursuant to which such organisation co-clears specific types of Contract and agrees to be bound by these Regulations as a Member to the extent and subject to any variations agreed in such agreement. an ATP Match arising on the LSE of two sets of Trading Platform Particulars submitted by, or on behalf of, one EquityClear Clearing Member and one member of a relevant Co-operating Clearing House (with one as buyer and one as seller).

2 Member or Clearing Member Trading Platform Particulars A undertaking (including a firm or company) which is entitled to be party to Contracts with the Clearing House in accordance with a Clearing Membership Agreement and the Procedures, a Participating Exchange or a Co-operating Clearing House, where so agreed with the Participating Exchange or the Co-operating Clearing House (as applicable). For the avoidance of doubt, the terms Member and Clearing Member for the purposes of these Regulations, Default Rules and Procedures, do not mean shareholder of LCH.Clearnet Limited or of any other undertaking in the LCH.Clearnet Group. The orders or other trade particulars submitted in respect of the sale or purchase of EquityClear Eligible Equities to an ATP in accordance with the relevant ATP Market Rules by, or on behalf of, an EquityClear Clearing Member (including, where relevant, submission of such orders or other trade particulars by or on behalf of an EquityClear NCM on behalf of the relevant EquityClear Clearing Member pursuant to, and in accordance with, the relevant Approved EquityClear Clearing Agreement between them and the relevant ATP Market Rules) or, in the case of an EquityClear Mixed Member Match, by, or on behalf of a member of a relevant Co-operating Clearing House.

3 Regulation 62 ATP Matches made by or on behalf of EquityClear Clearing Members on an Approved EquityClear Trading Platform (a) This Regulation 62 applies to ATP Matches arising on an ATP pursuant to Trading Platform Particulars submitted by or on behalf of an EquityClear Clearing Member (which shall, for the avoidance of doubt, exclude any Cooperating Clearing House in connection with the EquityClear service). In the event of any inconsistency between the Regulations, (including the terms of any agreement entered into between the EquityClear Clearing Member and the Clearing House) and the relevant ATP Market Rules, the Regulations shall prevail. (b) If an EquityClear Clearing Member has been given approval by the Clearing House to clear eligible ATP Matches in respect of the ATP specified in such approval and such approval has not been withdrawn by the Clearing House the Clearing House will enter into EquityClear Contracts with that EquityClear Clearing Member pursuant to such approval in accordance with and subject to the following provisions of this Regulation. The terms of a registered EquityClear Contract shall be as received by the Clearing House, or its relevant approved agent, from the relevant ATP and otherwise subject to the Regulations (and the Clearing House and the EquityClear Clearing Member party to the registered EquityClear Contract shall be obliged to perform their obligations thereunder in accordance with such terms and the Regulations). (c) The Clearing House makes an open offer to the EquityClear Clearing Member to enter into an EquityClear Contract in respect of an ATP Match made on the relevant ATP (as referred to in paragraph (b)) in accordance with paragraphs (e) to (g) of this Regulation 62, as applicable, pursuant to the submission of Trading Platform Particulars by or on behalf of that EquityClear Clearing Member (including by an EquityClear NCM under the provisions of the relevant Approved EquityClear Clearing Agreement) provided that the following requirements ("the EquityClear Open Offer Eligibility Criteria") shall have been satisfied: (i) where the ATP Match arises pursuant to Trading Platform Particulars submitted by an EquityClear NCM on behalf of the EquityClear Clearing Member, and without prejudice to the other provisions of

4 Regulation 62: (aa) there was in place at the time that the Trading Platform Particulars were submitted and up to and including the time the ATP Match was made (the "relevant times"), an Approved EquityClear Clearing Agreement relating to such ATP to which that EquityClear Clearing Member and that EquityClear NCM are party; (bb) such Approved EquityClear Clearing Agreement had not been terminated or suspended at the relevant times; (cc) the EquityClear NCM had not been suspended or removed from the Register of EquityClear NCMs at the relevant times; and (dd) the EquityClear Open Offer had not, at the relevant times, been suspended by the Clearing House in respect of ATP Matches made on such ATP pursuant to the relevant Approved EquityClear Clearing Agreement; (ii) at the relevant times the EquityClear Clearing Member was party to a valid and subsisting Clearing Membership Agreement; (iii) at the relevant times and up to and including the time at which the Clearing House or its relevant approved agent receives the details referred to under sub-paragraph (v) of this paragraph (c) the EquityClear Clearing Member had not been declared a defaulter, by default notice or otherwise, by the Clearing House or the ATP, where applicable; (iv) the securities the subject of the ATP Match satisfy, at the relevant times, the EquityClear Eligible Securities criteria; (v) all necessary details as required by the Clearing House from time to time in respect of the ATP Match shall have been provided to the Clearing House or its approved agent in the form, and by the times, prescribed by the Clearing House from time to time. Such information must be complete, must not be corrupted and must be legible at the time of receipt by the Clearing House, or its relevant approved agent, as applicable; (vi) the EquityClear Eligible Securities, which are the subject of the ATP Match, are not subject to any trading halts, suspension of dealings or any other action having equivalent effect published by the relevant ATP;

5 (vii) at the relevant times, the EquityClear service or the EquityClear Open Offer in respect of ATP Matches made on such ATP had not been suspended or withdrawn, as applicable; (viii) the EquityClear Clearing Member has executed such other agreements or documents as may be required by the Clearing House from time to time in connection with the EquityClear service; (ix) there are in place appropriate arrangements (as prescribed from time to time by the Clearing House) between the EquityClear Clearing Member (or its nominated agent, who may be the EquityClear NCM, where applicable) and an Approved EquityClear Settlement Provider for the delivery, or receipt, as applicable, of the EquityClear Eligible Securities which are the subject of an ATP Match; and (x) in the case of an ATP Match which is an EquityClear Mixed Member Match: (1) the eligibility criteria (howsoever defined) of the relevant Cooperating Clearing House in respect of such ATP Match have been satisfied and the relevant Co-operating Clearing House has not declined to register, rejected, cancelled, avoided or terminated such ATP Match or any contract between the Cooperating Clearing House and its member arising out of it; and (2) a balancing contract is deemed to arise between the Clearing House and the relevant Co-operating Clearing House in respect of such ATP Match pursuant to the agreement in place between them in relation to the co-clearing of the relevant Exchange and such balancing contract has not been rejected, cancelled, avoided or terminated for any reason; and (3) at the relevant times and up to and including the time at which the Clearing House or its relevant approved agent receives the details referred to under sub-paragraph (v) of this paragraph (c), neither of the Clearing House or the relevant Co-operating Clearing House has been declared a defaulter by the other, by default notice or otherwise.

6 (d) For the avoidance of doubt, Trading Platform Particulars are deemed to have been submitted by or on behalf of the EquityClear Clearing Member if the details of the ATP Match received by the Clearing House identify, in accordance with the relevant ATP Market Rules or the Procedures, the ATP Match as having been made by or on behalf of that EquityClear Clearing Member. (e) If Trading Platform Particulars have been input into the relevant ATP by or on behalf of an EquityClear Clearing Member (including on its behalf by an EquityClear NCM), as seller (the "selling EquityClear Clearing Member") and have been matched by, or in accordance with the ATP Market Rules with Trading Platform Particulars input into such ATP by or on behalf of another EquityClear Clearing Member (including on its behalf by an EquityClear NCM), as buyer (the "buying EquityClear Clearing Member"), and the resulting ATP Match satisfies the EquityClear Open Offer Eligibility Criteria, two EquityClear Contracts shall arise immediately on the ATP Match being made, as follows: (i) the Clearing House shall be the buyer under one EquityClear Contract to the selling EquityClear Clearing Member; and (ii) the Clearing House shall be the seller under one EquityClear Contract to the buying EquityClear Clearing Member. (f) If Trading Platform Particulars have been input into the relevant ATP by or on behalf of an EquityClear Clearing Member, (including on its behalf by an EquityClear NCM), as buyer (the "buying EquityClear Clearing Member") and have been matched by, or in accordance with the ATP Market Rules with Trading Platform Particulars input into such ATP by or on behalf of another EquityClear Clearing Member, (including on its behalf by its EquityClear NCM), as seller (the "selling EquityClear Clearing Member"), and the resulting ATP Match satisfies the EquityClear Open Offer Eligibility Criteria, two EquityClear Contracts shall arise immediately on the ATP Match being made, as follows: (i) the Clearing House shall be the seller under one EquityClear Contract to the buying EquityClear Clearing Member; and

7 (ii) the Clearing House shall be the buyer under one EquityClear Contract to the selling EquityClear Clearing Member. (g) In respect of an EquityClear Mixed Member Match, where Trading Platform Particulars submitted by, or on behalf of, an EquityClear Clearing Member to the relevant ATP have been matched, in accordance with the ATP Market Rules, with Trading Platform Particulars submitted by, or on behalf of, a member of a relevant Co-operating Clearing House, the Clearing House shall, on receipt of details of such ATP Match through the ATP (or by such other means) and subject to the EquityClear Open Offer Eligibility Criteria having been met with respect to such EquityClear Clearing Member and the relevant Co-operating Clearing House being party to a valid and subsisting agreement with the Clearing House for the co-clearing of EquityClear Mixed Member Matches, register an EquityClear Contract in the name of the EquityClear Clearing Member and in the name of the relevant Co-operating Clearing House as follows: (i) where the EquityClear Clearing Member is identified in the ATP Match as the buyer, (A) the Clearing House shall be the seller under an EquityClear Contract with the EquityClear Clearing Member as buyer; and (B) the Clearing House shall be the buyer under an EquityClear Contract with the Co-operating Clearing House as seller; and (ii) where the EquityClear Clearing Member is identified in the ATP Match as the seller, (A) the Clearing House shall be the buyer under an EquityClear Contract with the EquityClear Clearing Member as seller; and (B) the Clearing House shall be the seller under an EquityClear Contract with the Co-operating Clearing House as buyer. (h) EquityClear Contracts entered into by the Clearing House under paragraphs (e) to (g), as applicable, with EquityClear Clearing Members, shall be registered in the name of each EquityClear Clearing Member following receipt by the Clearing House of the details required by the Clearing House of such Contracts, such details to be made available to the Clearing House by the operator of the relevant ATP or the relevant approved agent, as applicable (in accordance with the arrangements made between the Clearing House and such ATP or approved agent from time to time).

8 (i) If the details required by the Clearing House of EquityClear Contracts arising under paragraphs (e) to (g) are not made available to the Clearing House by the operator of the relevant ATP or the relevant approved agent, as applicable, as required by the Clearing House in accordance with the Clearing House's requirements, by the time prescribed by the Clearing House from time to time, or the Clearing House is not able to access such details the Clearing House may decree that neither the Clearing House nor the EquityClear Clearing Member party thereto shall be obliged to perform their respective obligations under the EquityClear Contracts arising under paragraphs (e) to (g), as applicable. If the Clearing House so decrees, the Clearing House shall issue directions to the affected EquityClear Clearing Members and such EquityClear Contracts shall be performed in accordance with any such directions given by the Clearing House which may, without limitation, impose a change to the terms of an affected EquityClear Contract. Any directions given by the Clearing House under this paragraph (i) shall be binding on all affected EquityClear Members. (j) Subject to its rights to suspend the EquityClear Open Offer and/or the EquityClear service generally or in respect of one or more ATPs and/or one or more EquityClear NCMs, or to withdraw the EquityClear service in whole or in part, as set out in an Approved EquityClear Clearing Agreement, these Regulations or the Procedures, the Clearing House undertakes to keep open the offer made by it in this Regulation 62 until such EquityClear Clearing Member is no longer eligible to have EquityClear Contracts registered in its name or has withdrawn from trading through each APT notified to the Clearing House under paragraph (b). Any such intended withdrawal from trading through an APT must be notified to the Clearing House in accordance with the Procedures. (k) Without prejudice to Regulation 39A, the Clearing House shall not be liable to any EquityClear Clearing Member (or anyone else, including but not limited to any EquityClear NCM), for any loss, cost, damage or expense of whatsoever nature suffered or incurred by it or them in respect of any EquityClear Contract arising under paragraphs (e) to (g) if the Clearing House does not receive the relevant details referred to in paragraph (i) by the time referred to in such paragraph (i) in respect of such EquityClear Contract and has not pursuant to paragraph (i) performed its obligations under any such contract.

9 (l) Notwithstanding the provisions of paragraph (c), if the Clearing House or its approved agent receives details of an ATP Match in respect of an EquityClear Clearing Member from an ATP specified by the EquityClear Clearing Member by notice given under paragraph (b) and which has not been withdrawn in respect of that ATP, and the details of the ATP Match purportedly meet the relevant EquityClear Open Offer Eligibility Criteria in paragraph (c) the EquityClear Clearing Member shall be bound by any EquityClear Contract registered in his name in respect of such ATP Match and the terms of such registered EquityClear Contract shall be as set out in paragraph (b). (m) Without prejudice to paragraph (l), the Clearing House may with the agreement of each EquityClear Clearing Member party to any corresponding EquityClear Contract and the relevant ATP, set aside or take such other steps with respect to such Contracts on such terms as may be agreed between each such EquityClear Clearing Member and the Clearing House, if any such EquityClear Clearing Member considers that a Contract has been entered into in error or certain terms of the Contract have been agreed in error. (n) In the event of a dispute: (i) arising out of, or in respect of, the existence of an ATP Match or, where applicable, whether it was identified to the ATP by the relevant EquityClear Participants as an ATP Match to be registered by the Clearing House as an EquityClear Contract such dispute shall be settled as provided for in the ATP Market Rules without recourse to the Clearing House; (ii) in respect of registered EquityClear Contracts which are subject to Part A(II) of the Schedule to the EquityClear Regulations, a dispute arising out of, or in respect of, such registered EquityClear Contracts, or in relation to these Regulations relating to the clearing of such EquityClear Contracts, other than a dispute referred to in (i) above, shall be referred to arbitration and settled as provided in Regulation 23 where the relevant ATP Market Rules provide for arbitration. Where the relevant ATP Market Rules do not include relevant arbitration provisions, or the application of such arbitration provisions to EquityClear Contracts is disapplied in these Regulations or the Procedures, a dispute arising out of, or in respect of, such registered

10 EquityClear Contracts, or in relation to these Regulations relating to the clearing of such EquityClear Contracts, shall be settled in accordance with the Regulations and the Procedures, as applicable. (o) Without prejudice to the generality of Regulation 39 or any other provision of the Regulations or Procedures concerning liability of the Clearing House or a Member, any liability of the Clearing House (and each other member of the LCH.Clearnet Group and their respective officers, employees and agents) to a Member or to any other person (including, without limitation, any client of a Member) which might otherwise arise in connection with the EquityClear service shall, if and to the extent such liability arises out of any act or omission of any third party upon whom the Clearing House is reliant in any material respect in its provision of the EquityClear service (including, without limitation, an Approved EquityClear Trading Platform, Approved EquityClear Settlement Provider, a Co-operating Clearing House or any provider of transaction routing functionality), be limited to such amounts as the Clearing House is entitled to recover and is successful in recovering from that third party in respect of that party's acts and/or omissions. ooooooooo

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