COURT OF SESSION, SCOTLAND

AVIVA INSURANCE LIMITED AND CGU BONUS LIMITED AND SCOTTISH BOILER AND GENERAL INSURANCE COMPANY LIMITED

SCHEME SUMMARY (PURSUANT TO PART VII OF, AND SCHEDULE 12 TO, THE FINANCIAL SERVICES AND MARKETS ACT 2000)

1 UK-2774842-v3

70-40495851

SUMMARY OF THE SCHEME 1.

PRELIMINARY

1.1

CGU Bonus Limited, Scottish Boiler and General Insurance Company Limited and Aviva Insurance Limited (collectively the "Scheme Companies") are all subsidiaries of Aviva plc writing general insurance business.

1.2

With the intention of more closely aligning the legal ownership of the general insurance business of the Aviva group with the management, operational and reporting structure that currently exists, the Scheme Companies propose a transfer of general insurance business by way of an insurance business transfer scheme (the "Scheme") under the provisions of Part VII of the Financial Services and Markets Act 2000 (‘FSMA’) (the "Transfer").

1.3

It has been proposed that CGU Bonus Limited and Scottish Boiler and General Insurance Company Limited (each a "Transferor" and together, the "Transferors") will transfer their general insurance businesses (the "Transferring Business") under the Scheme, to Aviva Insurance Limited ("Aviva Insurance" or the "Transferee"):

1.4

Aviva is also proposing an insurance business transfer scheme in the High Court in England (the "English Scheme") which is designed to more closely align the legal ownership of the insurance business with the management, operational and reporting structure that currently exists. The Scheme is designed to achieve that effect with respect to the business of the Transferors and is conditional on the English Scheme having been sanctioned and coming into effect.

1.5

In addition to this Scheme and the English Scheme, a parallel scheme is proposed in Jersey in respect of Jersey policies. The transfer of businesses carried on in or from within Jersey by the relevant Transferors (or in the case of the Transferring LM Business, which may cover risks situated in Jersey) must be approved by the Royal Court of Jersey.

1.6

Stuart Michael Shepley, a partner of KPMG Europe LLP and a Fellow of the Institute of Actuaries has been appointed as an independent expert (the "Independent Expert") pursuant to section 109(2)(b) of FSMA to provide a report (the "Report") on the effects of the Scheme on the policyholders of both the Transferors and the Transferee, and on the Transferee company itself.

1.7

The purpose of this document is to summarise the principal terms of the Scheme and the conclusions of the Independent Expert in his Report.

1.8

Part A of this document summarises the terms of the Scheme and Part B of this document summarises the Report.

1.9

A copy of the full Report can be viewed on www.avivatransfer.co.uk. A copy of the full Report will be made available free of charge to anyone requesting a copy by telephone on 0800 210 0035, or by writing to Aviva Transfer, PO Box 3062, Bristol BS2 8QY until the date on which the Scheme will be presented before the Court, which is expected to be on 6 October 2011. 2

UK-2774842-v3

70-40495851

PART A- THE SCHEME 1.

INTRODUCTION

1.1

The proposed transfer of the Transferring Business will become effective after the Court makes an order sanctioning the Scheme. It is proposed that the effective date of the Scheme (the "Effective Date") will be 14 November 2011.

1.2

The Scheme will not become operative unless the English Scheme has been sanctioned and comes into effect on or prior to the Effective Date.

1.3

In the event that the Court imposes any modification of or addition to the Scheme or any further condition or provision affecting it, the Scheme shall not become operative on the Effective Date unless each Scheme Company consents to such modification, addition or condition.

2.

TRANSFER OF THE BUSINESS

2.1

The Scheme provides that on and with effect from the Effective Date: 2.1.1

all of the business, policies, contracts (including but not limited to reinsurance contracts), assets, property, obligations and liabilities comprised in or relating to the Transferring Business, will transfer to Aviva Insurance and become part of the business of Aviva Insurance. Every policyholder and third party who originally had a relationship with either Transferor in respect of this business will be placed in the same position with Aviva Insurance; and

2.1.2

any reference in policies and contracts which are transferring or in any other document or instrument which relates to or forms part of the transferring business which refers to a Transferor, its board of directors or other officers, employees or agents will automatically be read and construed as a reference to Aviva Insurance, its board of directors or other officers, employees or agents.

3.

EXCLUDED POLICIES

3.1

Any policy that cannot be lawfully transferred by the Court (including policies transferring under a parallel process in the Royal Courts of Jersey) or any policies which the Court for any reason determines not to transfer, will be excluded from the Transfer and remain with the relevant Transferor. The economic effect of the Transfer in respect of such policies will be created by a reinsurance arrangement between the relevant Transferor and Aviva Insurance.

4.

MANDATES

4.1

Any mandate or other instruction relating to the policies forming part of the Transferring Business (including without limitation any instruction given to a bank by its customer in the form of a direct debit or standing order or any instruction as to the manner of payment of any benefit or other amount), will take effect from the Effective Date, as if it authorised payment to Aviva Insurance.

3 UK-2774842-v3

70-40495851

5.

CONTINUITY OF PROCEEDINGS

5.1

On and with effect from the Effective Date, any judicial, quasi-judicial or arbitration proceedings which are pending by or against either Transferor in connection with the Transferring Business shall be continued by or against the Transferee and the Transferee shall be entitled to all defences, claims, counterclaims and rights of set-off that would have been available to the Transferor in relation to any such proceedings.

6.

INDEMNITY

6.1

On and from the Effective Date the Transferee shall discharge the relevant liability on behalf of each Transferor, or failing, that, indemnify the Transferor against all such liabilities.

7.

EFFECT OF TRANSFER

7.1

The Scheme provides that the Transfer will not entitle any party to a contract or arrangement to terminate that contract or arrangement or to claim a breach but the contract or arrangement will continue as if originally made with the Transferee. Nor can any greater or lesser obligation be imposed on any such third party or the Transferee purely through the Transfer having occurred.

8.

COSTS AND EXPENSES

8.1

All costs and expenses relating to the preparation of the scheme, application for the sanction of the scheme and incidental costs of carrying it into effect shall be borne by Aviva Insurance.

4 UK-2774842-v3

70-40495851

PART B – SUMMARY OF THE REPORT [ ]

5 UK-2774842-v3

70-40495851