Connected Transaction

Standard Chartered PLC
16 December 2005


Standard Chartered PLC
16 December 2005



The following is the text of a regulatory announcement made in Hong Kong on 16
December 2005:

 CONNECTED TRANSACTION - CHARGE GRANTED BY STANDARD CHARTERED BANK IN FAVOUR OF
INDEPENDENT TRUSTEES IN RELATION TO BENEFITS PROVIDED BY THE STANDARD CHARTERED
                BANK EMPLOYER FINANCED RETIREMENT BENEFIT SCHEME


Pursuant to the Charge, Standard Chartered Bank created a charge over £6,500,000
(approximately HK$89,921,000) worth of assets in its balance sheet in favour of
the Trustees in order to secure its existing obligations to pay pension benefits
to certain of its directors and senior employees in accordance with the
provisions of the Retirement Benefit Scheme.



Charge

Pursuant to the Charge, Standard Chartered Bank has created a charge over
£6,500,000 (approximately HK$89,921,000) worth of assets in its balance sheet in
favour of independent Trustees in order to secure its existing obligations to
pay pension benefits to certain of its directors and senior employees in
accordance with the provisions of the Retirement Benefit Scheme.  The assets
which are the subject of the Charge consist of cash balances held in third party
bank accounts in the name of Standard Chartered Bank.  The Charge has been
granted to secure the existing promises of Standard Chartered Bank to pay
retirement benefits to certain of its directors and senior employees  (as at the
date of this announcement, these promises have been made to four executive
Directors and six senior managers).  The Charge represents the value of the
pension benefits for directors and senior employees not provided through
Standard Chartered Bank's tax-approved pension arrangements.  As a result of a
change in UK pensions legislation, from April 2006, part of the unapproved
pension liability will be transferred to the tax-approved pension arrangements;
accordingly, the amount of the cash balance in the account which is the subject
of the Charge is expected to be reduced to approximately £3,000,000
(approximately HK$41,502,000).  The amount of the cash balance will increase as
directors and senior employees accrue additional unapproved pension benefits
pursuant to the Retirement Benefit Scheme as a result of their continued
service.  The level of pension benefits being provided to directors and senior
employees remains unchanged from that reported in Standard Chartered's Annual
Report and Accounts for 2004.  Apart from bringing Standard Chartered into line
with best practice in the United Kingdom to provide security for unfunded
pension benefits to employees, no other benefits are expected to accrue to
Standard Chartered as a result of the Charge being executed by Standard
Chartered Bank.  Full details of the Charge will be disclosed in Standard
Chartered's 2005 Annual Report and Accounts.

Connected Transaction

Independent Trustees have been appointed to protect the interests of the
Directors who are entitled to the unfunded retirement benefits described above.
Accordingly, the independent Trustees are associates of the Directors and
therefore connected persons of Standard Chartered pursuant to the Hong Kong
Listing Rules.  The Charge constitutes financial assistance in accordance with
Rule 14A.10(4) of the Hong Kong Listing Rules.  Accordingly, the Charge is a
connected transaction for Standard Chartered pursuant to Rule 14A.13(2)(a)(i) of
the Hong Kong Listing Rules.

To the best of the knowledge, information and belief of the Directors having
made all reasonable enquiries, save as disclosed above, the Trustees and the
ultimate beneficial owners of the Trustees are third parties independent of
Standard Chartered and connected persons (as defined in the Hong Kong Listing
Rules) of Standard Chartered.  The Directors (including the independent
non-executive directors) believe the terms of the Charge are fair and
reasonable, on normal commercial terms and in the interests of Standard
Chartered and its shareholders as a whole.

The pension benefits secured by the Charge represent less than 2.5% under each
of the percentage ratios (as defined in the Hong Kong Listing Rules) and
accordingly the transaction is subject to the reporting and announcement
requirements of the Hong Kong Listing Rules but, under Listing Rule 14A.66(2)(a)
(i), is exempt from the requirement to obtain independent shareholders'
approval.

Principal Activities

Standard Chartered is the ultimate holding company of Standard Chartered Bank
and is listed on both the London Stock Exchange and The Stock Exchange of Hong
Kong Limited.

Standard Chartered Bank is a bank incorporated by Royal Charter in England and
Wales.  It serves both Consumer and Wholesale Banking customers.  Consumer
Banking provides credit cards, personal loans, mortgages, deposit taking and
wealth management services to individuals and small to medium sized enterprises.
Wholesale Banking provides corporate and institutional clients with services
in trade finance, cash management, lending, securities services, foreign
exchange, debt capital markets and corporate finance.



Definitions

'Charge'                   means the Deed of Charge dated 15 December, 2005 
                           between Standard Chartered Bank and the Trustees;
'Directors'                means members of the board of directors of Standard 
                           Chartered;
'Hong Kong Listing Rules'  means the Rules Governing the Listing of Securities 
                           on The Stock Exchange of Hong Kong Limited;
'Retirement Benefit        means the Standard Chartered Bank Employer Financed 
Scheme'                    Retirement Benefit Scheme;
'Standard Chartered'       means Standard Chartered PLC;
'Trustees'                 means The Law Debenture Pension Trust Corporation plc 
                           and The Bank of New York.



                                                         By Order of the Board
                                                         Charles Bennett Brown
                                                         Group Company Secretary

15 December 2005

Please also refer to the published version in South China Morning Post.


                      This information is provided by RNS
            The company news service from the London Stock Exchange    

MSCTABRTMMABBAA