The Plan

The Plan is a deposit account that allows investors to benefit from potential stock market growth with the comfort of 100% capital security provided that the Plan is held until the Plan Maturity Date. Key dates of the Plan are highlighted below.

The potential stock market growth is based on the performance of the FTSE™ 100 Index† (the Index), comprising the 100 leading companies traded on the London Stock Exchange.

Please see the sections ‘How does the Plan work?’ and ‘You should note that’ below for more details.

Guaranteed Capital Account 25 features at a glance

• 100% Capital Guaranteed* at Plan Maturity Date on 27 November 2014
• GROWTH based on the FTSE™ 100 Index†
• 23% minimum growth at Plan Maturity Date on 27 November 2014
• TAX FREE for Cash ISAs
• Limited Offer - Must close by: 6 November 2008
• Minimum subscription: £3,600

Available for:

• Cash ISAs for 2008/2009
• Fixed Term Direct Deposits
• Full Value - ISA Transfers

How is The Guaranteed Capital Account brought to you?

Keydata Investment Services Limited is the Account Manager of the Plan.

Leeds Building Society (the Society) is the Deposit Taker for the Plan.

When investments in the Plan are deposited with the Society, investors will acquire
membership rights in the Society.

All of the above are authorised and regulated by the Financial Services Authority (the FSA).

How does the Plan work?

If you maintain your investment in the Plan until the Plan Maturity Date your capital is 100% guaranteed and you will receive a gross growth payment on your subscription amount (your Initial Investment), determined as follows:

1. The Index Reference Period is divided into 6 annual periods. At the end of each annual period the percentage gain or fall in the Index is calculated.
    
   
2. The maximum gain or fall in the Index in any annual period is limited to 10%.
    
   
3. At the end of the Index Reference Period, the annual period gains in the level of the Index are added and the annual period falls in the level of the Index are subtracted (subject to a maximum gain or fall in any annual period of 10%). This gives the overall percentage return.

   – If the overall percentage return is equal to or greater than 23% then that overall percentage return is the rate of growth paid on your Initial Investment.

   –If the overall percentage return is less than 23%, the rate of growth paid on your Initial Investment is 23%.

Important dates of The Guaranteed Capital Account

Availability of the Plan is strictly limited and may close early if oversubscribed. The important dates of the Plan are set out in the table below.

What happens following the Plan Maturity Date?

If you hold the Plan until the Plan Maturity Date you will receive:

• 100% repayment of capital;
• a growth payment of at least 23% but not more than 60%; and
• a Bonus (if applicable)

You will be contacted prior to the Plan Maturity Date to determine what you wish to do
with the proceeds of your Account.

Taxation

If you invest in the Plan via a Cash ISA and/or a Cash ISA transfer, any payments made to you under the Plan will be free from UK tax.

If you invest in the Plan via a Direct Deposit Account, any payments to you under the Plan
(other than the repayment of capital) will be taxable income in the year that it is paid and will be subject to tax at your marginal rate.

Payments to you subject to income tax will be made net of tax deducted at source at the lower rate (currently 20%). If you are a higher rate tax payer you will have a further 20% liability to HM Revenue and Customs. Basic rate tax payers will have no further liability to tax. If you have provided a valid declaration on either of HM Revenue and Customs forms R85 or R105 you will receive the full amount of any such payment without deduction of tax.

For companies and charities interest may be paid gross without the deduction of tax. For a
description of the tax treatment of bare trust applications please see the relevant application form.

Direct Deposits in the Plan may be:

• made and held in a bare trust on behalf of another person; and
• made by companies (public or private) and charities.

Please contact the Society or your professional adviser for further information.
For further details, please see ‘Taxation’ and ‘Risk Factors’ in the Key Features.

The meaning of ‘Guarantee’ or ‘Guaranteed’

The use of the word Guarantee and/or Guaranteed refers to the contractual obligations of the Society as Deposit Taker to repay the capital invested by way of a deposit shortly after the Plan Maturity Date.

Investors in the Plan should note that there is no guarantee provided by a third party in the event that the Deposit Taker defaults in respect of its obligations under the Plan.

You should note that:

• The level of the Index may go down as well as up and there can be no assurance as to the future performance of the Index. You should consider whether an investment based on the performance of the Index is suitable for you.
   
  
• The maximum growth of 60% will only be achieved if the percentage gain in the Index is 10% or more for each of the 6 consecutive annual periods.
   
  
• The effect of restricting exposure to the Index to a maximum gain or fall of 10% in any one annual period will be to limit potential gains or falls in that annual period.
   
  
• The gain or fall of the Index for each annual period is measured on the last day of the relevant annual period and may therefore be affected by large movements of the Index on such day.
   
  
• The performance of the Plan cannot be directly compared to the performance of a direct investment in the Index or the securities comprising the Index as there is no direct investment in the Index or the shares comprising the Index. In particular, you will not benefit from any dividend.