Notice of Annual General Meeting 2008

Election of Directors

Explanatory note (Resolutions 3-6): Our Articles of Association require that any Director appointed by the Board since the last AGM must stand for election at the following AGM. The Chairman recommends that they each be elected as Directors of HBOS.

3. To elect John E Mack as a Director.
Age 60. John is standing for election following his appointment as a Non-executive Director on 1 May 2007. Following a long career with Bank of America and its predecessors (during which he served as Corporate Treasurer for many years), John joined Shinsei Bank of Japan in 2002 as Senior Managing Executive Officer and Chief Financial Officer. He retired from these executive roles in 2005 but remained as a consultant for Shinsei until the end of 2006. As a Non-executive Director, John has agreed that he has sufficient time to meet the obligations of this appointment.

4. To elect Dan Watkins as a Director.
Age 45. Dan is standing for election following his appointment to the Board on 5 September 2007. Dan joined the Board as Chief Executive, Retail Products. He served as Group Risk Director from February 2006 and prior to that was Head of Retail Risk. Dan joined Birmingham Midshires in 1993, becoming Managing Director in 2001. In his early career, Dan worked for Morgan Grenfell.

5. To elect Philip Gore-Randall as a Director.
Age 55. Philip is standing for election following his appointment to the Board on 15 September 2007. Philip joined the Board as Chief Operating Officer. Philip is a Chartered Accountant with extensive experience in the UK and overseas, serving for a number of years as Managing Partner of Arthur Andersen. He joined HBOS from Aon UK, where he held the role of Chief Operating Officer. Philip is a Non-executive Director of Compass Consulting Group Holdings, an independent management consulting firm.

6. To elect Mike Ellis as a Director.
Age 56. Mike is standing for election following his appointment to the Board on 25 September 2007. Mike rejoined the Board as Group Finance Director Designate becoming Group Finance Director on 1 January 2008. He previously served as Group Finance Director of HBOS between 2001 and 2004, following a long career with Halifax prior to the merger with Bank of Scotland. Mike is a qualified accountant and a Non-executive Director of WH Smith.

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